Tax Treatment of Exchange. CIT and CAP agree that the exchange of the CIT Property for the CAP Property as set forth herein is intended to be a sale of the CIT Property by CIT to CAP and a sale of the CAP Property by CAP to CIT, both under Section 1001 of the Internal Revenue Code ("Code") and is not an exchange under Section 1031 of the Code, a contribution under Section 721 of the Code or a distribution under Section 731 of the Code. CIT and CAP agree to file all necessary tax returns in conformity with sale transactions.
Tax Treatment of Exchange. The Company and the Exchanging Owners intend that the exchange of ATC Units for Holdco Units by the Exchanging Owners be treated for federal income tax purposes as a tax-deferred contribution of the ATC Units to Holdco by the Exchanging Owners pursuant to section 721(a) of the Internal Revenue Code of 1986, as amended.
Tax Treatment of Exchange. The Parties acknowledge and agree that it is their intent that the Exchange shall be treated as a tax-free transaction under the Internal Revenue Code of 1986, as amended, to the extent allowed by Law, and the Parties agree not to take any actions inconsistent with the foregoing.
Tax Treatment of Exchange. The Company and the Noteholder intend to take the position that the exchange of the Existing Notes will qualify as a tax-free recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. The Company will not take, and will cause its Affiliates not to take, a position on any tax return that is inconsistent with such intended tax treatment as described in the preceding sentence, unless required to do so pursuant to a final determination by the Internal Revenue Service.
Tax Treatment of Exchange. The Company and the Exchanging Investor intend that the exchange of the Existing Notes for Exchange Consideration pursuant to this Agreement constitutes a tax-free recapitalization within the meaning of Section 368(a)(1)(E) of the Code.
Tax Treatment of Exchange. C-Co and each of the C-Co Shareholders represent and warrant that they will take no federal, state, local or foreign tax position on any tax return or otherwise (except for California state income and Franchise tax purposes) which would be inconsistent with the treatment of the Exchange as a qualified stock purchase transaction subject to the provisions of Section 338(h)(10) of the Code pursuant to the election to be made pursuant to Section 5.14 of this Agreement, which will cause the Exchange to be treated as a taxable asset purchase by Intuit.
Tax Treatment of Exchange. If the Sellers request in writing that the Company report the Exchange as a tax-free reorganization under Section 368(A)(1)(b) of the Internal Revenue Code (the “Code”), then at such time, the Sellers shall deliver to the Company legal opinion of Sellers’ counsel, satisfactory to the Company, to the effect that the Company may properly, and in compliance with the Code, report the Exchange as a tax-free transaction. The Company makes no representation or warranty as to the applicability or availability of the tax-free reorganization provisions of Section 368(A)(1)(b) of the Code to the Exchange, and the availability of such provisions is not a condition to the consummation of the Exchange or any other transaction contemplated or effected hereby.
Tax Treatment of Exchange. Multicultural and Heftel shall structure the exchange of the Stations as a like-kind exchange of property in accordance with Section 1031 of the Code and the Treasury Regulations thereunder (the "Regulations"). Heftel and Multicultural shall use the values, exchange groups, residual group and liabilities, as mutually determined by, and acceptable to, Multicultural and Heftel, to determine their respective taxable gain or loss, if any, resulting from the exchange of the Stations. Upon the request of Multicultural, Heftel agrees to cooperate with Multicultural in structuring the exchange of the Stations as a part of a deferred like-kind exchange pursuant to Section 1031 of the Code. Heftel agrees to take such steps and execute such documents as may be reasonably required by Multicultural in order to accomplish such like-kind exchange, including executing such documents as may be necessary or appropriate to substitute a qualified intermediary (within the meaning of Treasury Regulation section 1.1031(k)-1(g)(4)) to act in place of Multicultural; provided, however, that such steps shall not result in any incremental tax, cost or expense to Heftel. All federal and state tax returns and other reporting made to any governmental agency, including specifically Form 8594 which shall be filed with the Internal Revenue Service.
Tax Treatment of Exchange. The Exchange shall qualify as a tax-free exchange under the provisions of Section 351(a) of the Code.
Tax Treatment of Exchange. The Parties intend and agree that the exchange of Juniper NVM Series A Shares and JCP Realty Series A Shares pursuant to Section 1.1 shall be treated as pursuant to a tax-free recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. The terms of this Agreement, insofar as they relate to such exchange, shall be treated as a “plan of reorganization” of the Company within the meaning of Treas. Reg. Sec. 1.368-2(g).
