Tax Ownership. The Lessor represents and warrants that it will not, prior to the termination of this Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the Property for any income tax purposes, it being understood that the Lessee is and will remain the owner of the Property for such income tax purposes until the termination of this Lease. If, notwithstanding the income tax intentions of the parties as set forth herein, the Lessor actually receives any income tax deductions, reductions in income tax or other income tax benefit as a result of any claim for, or recharacterization requiring such party to take, any tax benefits attributable to ownership of the Property for income tax purposes, the Lessor shall pay to the Lessee, together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment, the amount of such income tax savings actually realized by the Lessor (less the amount of any anticipated increase in income tax which the Lessor determines is currently payable as a result of such claim or recharacterization), provided that the Lessee shall agree to reimburse the Lessor for any subsequent increase in the Lessor's income taxes resulting from such claim or recharacterization not taken into account in the payment made to the Lessee, up to the amount paid to the Lessee by the Lessor. The parties agree that this Section 26.5(g) is intended to require a payment to the Lessee if and only if the Lessor shall have actually received an unanticipated tax savings with respect to the Property that would not have been received if the Lessor had advanced funds to the Lessee in the form of a loan secured by the Property in an amount equal to the Lease Balance. Nothing in this Section 26.5(g) shall be construed to require the Lessor to take any affirmative action to realize any tax savings if in its good faith judgment such action may have a material adverse affect on the Lessor.
Tax Ownership. The Parties agree that for federal income tax purposes, (a) the transactions described in the Existing Lease shall be considered as a taxable installment sale of the Facility, (b) the transactions described in the Exchange Agreement and in this Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Existing Lease for the New Facility, and (c) the tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms of this Lease will be governed by the principles of Treasury Regulation section 1.1275-4(c). The Parties to agree to report the transactions consistently with such characterization. Lessee will provide Lessor with (i) an allocation of the Initial Term Fixed Rent Payments under this Lease between interest and principal components and Lessee shall complete Form 8594 and furnish Lessor with a copy within 120 Days after the Effective Date, (ii) an allocation of the Renewal Term Fixed Rent Payments under any Renewal Term within 90 Days after the commencement of such Renewal Term, and (iii) an allocation of each Contingent Rent Payment between interest and principal components within 45 Days after such payment is made (each such allocation, a “Draft Allocation”). Lessor shall review the Draft Allocation and provide any objections to Lessee within 30 Days after the receipt thereof. In the event Lessor does not object to Lessee’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”) and the Parties shall report such Final Allocation for tax purposes and file tax returns in a manner consistent with such mutually agreed Final Allocation. If Lessor raises objections to the Draft Allocation, the Parties will negotiate in good faith to resolve such objection(s). If the Parties are unable to agree on the Draft Allocation within 14 Days after Lessor raises such objections, the Parties shall refer such dispute to an independent nationally recognized accounting firm (the “Independent Accountant”), which Independent Accountant shall make a final and binding determination as to all matters in dispute with respect to the Draft Allocation (and only such matters) within 30 Days and promptly shall notify the Parties in writing of its resolution. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Accountant.
Tax Ownership. Each Indemnitee represents and warrants that it will not, prior to the termination of a Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the related Leased Property for any income tax purposes (unless required to do so by a taxing authority) with respect to the period prior to such termination, it being understood that it is the intention of all parties to this transaction that the Lessee is and will remain the owner of such Leased Property for such income tax purposes until the termination of the Lease and such transfer.
Tax Ownership. Each Tax Indemnitee represents and warrants that it will not, prior to the termination of the Master Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the Property for any income tax purposes (unless required to do so by a Governmental Authority), it being understood that the Lessee is and will remain the owner of the Property for such income tax purposes until the termination of the Master Lease.
Tax Ownership. Each Indemnitee represents and warrants that it will not, prior to the termination of the Lease and the transfer of the Leased Property to any Person other than the Lessee or its Affiliates, claim ownership of (or any tax benefits including depreciation, with respect to) the Leased Property for any income tax purposes (unless required to do so by a taxing Authority) with respect to the period prior to the termination of the Lease, it being understood that it is the intention of all parties to this transaction that the Lessee is and will remain the owner of the Leased Property for such income tax purposes until the termination of the Lease and such transfer, if any.
Tax Ownership. Each Indemnified Party represents and warrants that it will not, prior to the termination of the Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the Equipment for any income tax purposes (unless required to do so by a Governmental Authority), it being understood that it is the intention of all parties to this transaction that the Lessee is and will remain the owner of the Equipment for such income tax purposes until the termination of the Lease.
Tax Ownership. Each of Lessor, Liquidity Purchasers and Investors (and the respective successors, assigns and transferees of each of the foregoing) covenants, represents and warrants that it will not claim ownership for United States Tax purposes of (or any tax benefits, including depreciation, with respect to ownership of) the Properties prior to the termination of the Lease, it being understood that Lessee is and will remain the owner of the Properties for such income tax or other tax purposes during the term of the Lease. Nothing in this Section 9.2 shall require any Participant to disclose any tax returns to Lessee.
Tax Ownership. 9 8.11(d) Tax Indemnification....................................... 9 8.11(e) Coordination.............................................. 10 8.12
Tax Ownership. Each Asset with respect to which an FABC Entity claims depreciation, amortization or similar expense for Tax purposes is owned for Tax purposes by such FABC Entity.
