Tax Treatment of Contribution. The contribution, transfer, conveyance and assignment of the Holdings Interests, Participating Equity Interests and/or Properties to the Operating Partnership from the Contributor is intended to be treated as a transaction qualifying under Section 721(a) of the Code.
Tax Treatment of Contribution. The parties hereto intend and agree that, for federal income tax purposes, the contributions, transfers, conveyances and assignments of a Seller’s interest in the Property for OP Units shall be treated as contributions of interests in the Property by Seller to Purchaser in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”).
Tax Treatment of Contribution. The contribution, transfer, conveyance and assignment of the SCP III Interests to the Operating Partnership from the Contributors is intended to be treated as a transaction in “assets-over” form pursuant to Treas. Reg. 1.708-1(c)(3) qualifying under Section 721(a) of the Code.
Tax Treatment of Contribution. (a) The Parties intend, for U.S. federal income Tax purposes, that the Contribution shall be treated consistent with (i) a contribution by ETP to Acquiror of a portion of the Subject Interests in exchange for the Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code and (ii) a sale by ETP to Acquiror of a portion of the Subject Interests in exchange for the Closing Cash Consideration (which Closing Cash Consideration includes an amount intended to represent (A) a “debt-financed transfer” pursuant to Treasury Regulations Section 1.707-5(b) (as described in detail in Section 2.6(b)) and (B) a reimbursement of pre-formation capital expenditures with respect to the assets of the Compression Group Entities to the maximum extent provided by Treasury Regulations Section 1.707-4(d) (as described in detail in Section 2.6(b))).
(b) Acquiror intends to incur a borrowing or borrowings with respect to the transactions contemplated by Section 2.1, which will be considered non-recourse debt within the meaning of Treasury Regulation Section 1.752-1 (the “Transaction Debt”). The Parties intend that (i) (A) the distribution of the Closing Cash Consideration to ETP shall be treated, pursuant to Treasury Regulation Section 1.163-8T and Notice 89-35 (Part VI), 1989-1 C.B. 675, as being made first out of proceeds of the Transaction Debt, and that such distribution shall qualify to the maximum extent possible as a “debt-financed transfer” under Treasury Regulation Section 1.707-5(b) and (B) ETP’s allocable share of the Transaction Debt under Treasury Regulation Sections 1.752-2 and 1.707-5T(a)(2)(i) shall be determined in accordance with ETP’s interest in Acquiror’s profits, as determined by Acquiror GP; and (ii) the distribution of the Closing Cash Consideration to ETP in excess of amounts of the Transaction Debt as set forth in clause (i) hereof, if any, shall be made to reimburse ETP for capital expenditures described in Treasury Regulation Section 1.707-4(d) to the extent such distribution does not exceed the amount of capital expenditures described in Treasury Regulation Section 1.707-4(d).
(c) The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with the intended Tax treatment set forth in this Section 2.6, and no Party shall take any position that is inconsistent with such Tax treatment except to the extent otherwise required by Law.
Tax Treatment of Contribution. The Parties intend that the Contribution shall be treated as a contribution by each Contributor to Crosstex MLP of the Acquired Interests in exchange for the Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment.
Tax Treatment of Contribution. The contribution, transfer, conveyance and assignment of the Contributed Interests to the Operating Partnership from the Contributor is intended to be treated as a transaction qualifying in whole or in part under Section 721(a) of the Code. Unless otherwise required by applicable Laws, it is further intended that the contribution, together with the liquidation of the Contributor, will constitute an “assets over” partnership merger for U.S. federal income tax purposes.
Tax Treatment of Contribution. The Parties hereto acknowledge that the Contributor’s transfer of the TFF Assets to the Company and the Company’s issuance of the Shares to the Contributor will close concurrent with those transactions under that certain Securities Purchase Agreement (the “Purchase Agreement”) to be entered into by and among the Company and certain investors, all of which shall constitute a single integrated plan intended to qualify as a tax-free transaction under Section 351 of the Internal Revenue Code of 1986, as amended. The Parties further agree that each of them will report all such transactions in a manner consistent with such qualification.
Tax Treatment of Contribution. The parties agree to treat the Transaction for U.S. federal income tax purposes in accordance with example 1 of Treasury Regulation Section 1.707-3(f) as (1) a taxable sale by the Seller of the appropriate portion of the Purchased Assets to the Buyer in exchange for the Cash Consideration (as adjusted) and the WCFC Stock Consideration and a proportionate share of the Assumed Liabilities under Code Section 707(a)(2)(B) and the accompanying Treasury Regulations and (2) a nontaxable contribution by the Seller of the remaining Purchased Assets and remaining Assumed Liabilities to the Buyer in exchange for the Rollover Equity under Code Section 721. The parties agree to report, act and file tax returns for U.S. federal income tax purposes and all other tax purposes consistent with such treatment.
Tax Treatment of Contribution. The contribution, transfer, conveyance and assignment of the Contributed Assets to the Company is intended to be a taxable transaction in connection with an election the Contributor will make pursuant to Section 1.337(d)-7(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and the rule and regulations promulgated thereunder, and any corresponding election under state or local law as set forth in the Tax Matters Agreement.
Tax Treatment of Contribution. The Parties intend that (i) the contribution and assignment of the Purchased Interests by Contributor to Acquirer shall be treated as a contribution by Contributor to Acquirer of the assets of the Company in exchange for the Equity Interests in a transaction consistent with the requirements of Section 721(a) of the Code; (ii) Acquirer shall be treated as assuming the liabilities of Contributor or taking the assets of Contributor subject to the liabilities of Contributor; and (iii) to the greatest extent permissible under Section 1.707-4(d), the distribution of the Cash Consideration shall be treated as a distribution to Contributor by Acquirer under Section 731 of the Code and be treated as a reimbursement of capital expenditures. Unless otherwise required by a change in applicable Law, the Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment set forth in this Section 2.5, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.
