Common use of Tax Ownership Clause in Contracts

Tax Ownership. The Parties agree that for federal income tax purposes, (a) the transactions described in the Original Lease shall be considered as a taxable installment sale of the Facility, (b) the transactions described in the Exchange Agreement and the Exchange Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Original Lease for the Facility, and (c) changes in terms between the Exchange Lease and this Lease shall be treated as the modification of a debt instrument within the meaning of Treasury Regulation Section 1.1001-3. The Parties agree to report the transactions consistently with such characterization. Lessee will provide Lessor with (i) an allocation of the Initial Term 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 and (ii) an allocation of the Renewal Term Rent Payments under any Renewal Term within 90 Days after the commencement of such Renewal Term (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. The Parties agree that for federal income tax purposes, (a) the transactions described in the Original Existing Lease shall be considered as a taxable installment sale of the Facility, (b) the transactions described in the Exchange Agreement and the Exchange in this Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Original Existing Lease for the New Facility, and (c) changes in the tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms between the Exchange Lease and of this Lease shall will be treated as governed by the modification of a debt instrument within the meaning principles of Treasury Regulation Section 1.1001section 1.1275-34(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 and 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 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. The Parties agree that for federal Federal income tax purposes, (ai) the transactions described in the Original this Lease shall be considered as a taxable installment sale of the Facility, and (bii) the transactions described in the Exchange Agreement and the Exchange Lease shall be treated as a like-kind exchange under Section 1031 tax treatment of the Code of the facility leased pursuant Contingent Rent Payments made by Lessee to the Original Lease for Lessor under the Facility, and (c) changes in terms between the Exchange Lease and of this Lease shall will be treated as governed by the modification of a debt instrument within the meaning principles of Treasury Regulation Section 1.1001section 1.1275-34(c). The Parties to this Lease agree to report the transactions transaction 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 90 Days after the Effective Date and 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 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. The Parties agree that for federal income tax purposes, (a) the transactions described in the Original Lease shall be considered as a taxable installment sale of the Facility, and (b) the transactions described in the Exchange Agreement and the Exchange Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Original Lease for the Facility, and (c) changes in terms between the Exchange Lease and this Lease shall be treated as the modification of a debt instrument within the meaning of Treasury Regulation Section 1.1001-3. The Parties agree to report the transactions consistently with such characterization. Lessee will provide Lessor with (i) an allocation of the Initial Second A&R Lease Term 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 and (ii) an allocation of the Renewal Term Rent Payments under any Renewal Term within 90 Days after the commencement of such Renewal Term (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.