Common use of Tax Structure Clause in Contracts

Tax Structure. The Company covenants and agrees that the tax structure of the Restructuring Transactions, including the utilization or preservation of any tax attributes or benefits (by election or otherwise) and the treatment of the Restructuring Transactions to the Parties, shall be mutually agreed by the Requisite Supporting Noteholders and the Company acting reasonably and in good faith; provided, that the Company covenants and agrees that the tax characterization of the Existing Second Lien Notes and New Second Lien Convertible Notes and the tax treatment of any deemed exchange of the Existing Second Lien Notes for the New Second Lien Convertible Notes pursuant to the Exchange Offer shall be determined by the Requisite Supporting Noteholders.

Tax Structure. The Company covenants and agrees that the tax structure of the Restructuring TransactionsTransaction contemplated by the Operative Documents and the Restructuring Documents, including the utilization or preservation of any tax attributes or benefits (by election or otherwise) and the treatment of the Restructuring Transactions Transaction to the Parties, shall be mutually agreed by the Requisite Supporting Noteholders and the Company acting reasonably and in good faith; provided, that the Company covenants and agrees that the tax characterization of the Existing Second Lien Notes and New Second Lien Convertible Notes and the tax treatment of any deemed exchange of the Existing Second Lien Notes for the New Second Lien Convertible Notes pursuant to the Exchange Offer shall be determined by the Requisite Supporting Noteholders.