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.

Tax Ownership. Each Tax Indemnitee represents and warrants that, except as required by a Governmental Authority, it will not, prior to the termination of the 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 the Lease. The Parties agree Lessee represents and warrants to each Indemnitee that, for tax purposes, the Lessee will report for the transactions contemplated by the Operative Documents as indebtedness of the Lessee from the Lessor maturing on the Expiration Date and bearing interest at a rate equivalent to the interest on the Loans, Return on Capital and Yield on the Lessor Amounts. Without limiting any other indemnification obligation of the Lessee under any of the Operative Documents, the Lessee indemnifies and holds harmless, on an After Tax Basis, the Lessor, the Purchasers and the Lenders from any and all loss, cost, expense or damages suffered or incurred by reason of the Lease not being treated as indebtedness of the Lessee for purposes of federal income taxation; provided, however, that (i) Purchasers and the Lenders shall promptly notify Lessee of any claim asserted by any Governmental Authority with respect to the Purchasers or the Lenders or any proceeding commenced against a Purchaser or a Lender pursuant to which such Governmental Authority contends that the Lease should not be treated as such indebtedness of the Lessee for purposes of federal income taxation, (ii) the Lessee shall have the right to consult with the Purchasers or the Lenders with respect to the contest of such claim or proceeding for federal income tax purposes, (a) the transactions described in the Original Lease shall be considered as a taxable installment sale regardless of the Facilityamount, (b) if any, potentially in controversy, provided, however, that the transactions described Purchasers or the Lenders shall retain the right to settle or resolve the claim or proceeding 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 Facilityits exclusive discretion, and (ciii) changes in terms between the Exchange Lease and this Lease foregoing indemnification obligation of the Lessee shall be determined on the basis of the excess, if any, of the aggregate loss, cost, expense or damage suffered or incurred by the Purchasers or the Lenders if the Lease is not 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 indebtedness of the Initial Term Rent Payments under this Lessee for federal income tax purposes (including any costs incurred in contesting such dispute) over the amount of any such aggregate loss, cost, expense or damage (including federal income tax) that would have been suffered or incurred by the Purchasers or the Lenders if the 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 were treated as indebtedness of the Renewal Term Rent Payments under Lessee, taking into account the actual utilization by the Purchasers or the Lenders, as applicable, of any Renewal Term within 90 Days after deduction or credits (it being understood that 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”) Purchasers and the Parties shall report Lenders are not expected to be able to utilize 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(sdeductions or credits). 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.