Tax Treatment of Merger. (a) The Parties intend that, for U.S. federal income tax purposes (and, where applicable, state and local income tax purposes), the Company Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state or local Law), all Parties shall file all U.S. federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Company Merger described in this Section 2.5(a), and no Party shall take a position inconsistent with such treatment.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.), Agreement and Plan of Merger (Cottonwood Multifamily Opportunity Fund, Inc.), Agreement and Plan of Merger (Cottonwood Communities, Inc.)
Tax Treatment of Merger. (a) The Parties intend that, for U.S. United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Company REIT Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state or local Law), all Parties shall file all U.S. United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Company REIT Merger described in this Section 2.5(a), and no Party shall take a position inconsistent with such treatment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.)
