Common use of Tax Treatment of Mergers Clause in Contracts

Tax Treatment of Mergers. (a) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the 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 Section 354 and 361 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 of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the REIT Merger described in this Section 2.6(a), and no Party shall take a position inconsistent with such treatment. (b) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Partnership Merger shall qualify as and constitute an “assets-over” form of merger governed by Treasury Regulations Section 1.708-1(c)(3)(i) pursuant to which REIT II Operating Partnership contributes all of its assets and liabilities to REIT I Operating Partnership in exchange for the Partnership Merger Consideration in a transaction qualifying under Section 721(a) of the Code and immediately thereafter, REIT II Operating Partnership distributes such Partnership Merger Consideration to the holders of the REIT II Partnership Units, with REIT I Operating Partnership being the “resulting partnership” and a continuation of REIT I Operating Partnership pursuant to Treasury Regulation Section 1.708-1(c)(1). Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 2.6(b), and no Party shall take a position inconsistent with such treatment.

Tax Treatment of Mergers. (a) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the 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 Section 354 and 361 of the Code. REIT III shall be treated as having transferred to REIT II pursuant to the REIT Merger all of the assets and liabilities of REIT III Operating Partnership in a transaction governed by Section 361 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 of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the REIT Merger described in this Section 2.6(a), and no Party shall take a position inconsistent with such treatment. (b) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the transfer pursuant to the Partnership Merger shall qualify as and constitute an “assets-over” form of merger governed by Treasury Regulations Section 1.708-1(c)(3)(i) pursuant to which REIT II III Operating Partnership contributes of all of its assets and liabilities to REIT I III Operating Partnership in exchange for the Partnership Merger Consideration in shall be treated as a transaction qualifying under Section 721(a) contribution of the Code such assets and immediately thereafter, liabilities by REIT II to REIT II Operating Partnership distributes such Partnership Merger Consideration to the holders that is described in Section 721 of the REIT II Partnership Units, with REIT I Operating Partnership being the “resulting partnership” and a continuation of REIT I Operating Partnership pursuant to Treasury Regulation Section 1.708-1(c)(1)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 of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 2.6(b), and no Party shall take a position inconsistent with such treatment.

Tax Treatment of Mergers. (a) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the 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 Section 354 and 361 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 of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the REIT Merger described in this Section 2.6(a), and no Party shall take a position inconsistent with such treatment. (b) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Partnership Merger shall qualify be treated as and constitute an “assets-over” form of merger governed a transfer by Treasury Regulations Section 1.708-1(c)(3)(i) pursuant to which REIT II I Operating Partnership contributes of all of its assets and liabilities to REIT I II Operating Partnership in exchange for REIT II OP Units followed by the distribution of such units to REIT II and REIT I Operating Partnership Merger Consideration Minority Owner in a transaction qualifying under complete liquidation of REIT I Operating Partnership, the exchange and distribution being respectively described in Section 721(a) 721 of the Code and immediately thereafter, REIT II Operating Partnership distributes such Partnership Merger Consideration Section 731 of the Code pursuant to the holders of the REIT II Partnership Units, with REIT I Operating Partnership being the “resulting partnership” and a continuation of REIT I Operating Partnership pursuant to Treasury Regulation Section 1.708-1(c)(1)Merger. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 2.6(b), and no Party shall take a position inconsistent with such treatment.

Tax Treatment of Mergers. (a) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the 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 Section 354 and 361 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 of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the REIT Merger described in this Section 2.6(a), and no Party shall take a position inconsistent with such treatment. (b) The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Partnership Merger shall qualify as and constitute an “assets-over” form of merger governed by Treasury Regulations Section 1.708-1(c)(3)(i) pursuant to which REIT II XXXX IV Operating Partnership contributes all of its assets and liabilities to REIT I XXXX III Operating Partnership in exchange for the Partnership Merger Consideration in a transaction qualifying under Section 721(a) of the Code and immediately thereafter, REIT II XXXX IV Operating Partnership distributes such Partnership Merger Consideration to the holders of the REIT II XXXX IV Partnership Units, with REIT I XXXX III Operating Partnership being the “resulting partnership” and a continuation of REIT I XXXX III Operating Partnership pursuant to Treasury Regulation Section 1.708-1(c)(1). Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 2.6(b), and no Party shall take a position inconsistent with such treatment.

Tax Treatment of Mergers. (a) The Parties intend thathereby confirm, covenant and agree (i) to treat the REIT Merger, for United States federal income tax purposes (and, where applicable, state and local all income tax purposes), as a taxable sale of the assets of SSGT to Merger Sub in exchange for the REIT Merger shall qualify as a reorganization within Consideration to be provided to the meaning stockholders of SSGT and the assumption of all of SSGT’s liabilities, followed by the distribution of such REIT Merger Consideration to the stockholders of SSGT in liquidation of SSGT pursuant to Section 368(a) 331 and Section 562 of the CodeCode as described in Rev. Xxx. 00-0, 0000-0 X.X. 104, and (ii) that this Agreement shall be, and is hereby adopted as, a “plan of reorganizationliquidation” of SSGT for purposes of Section 354 and 361 of the Codeall income tax purposes. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the REIT Merger described in this Section 2.6(a), and no Party shall take a position inconsistent with such treatment. (b) The Parties intend thathereby confirm, covenant and agree to treat the Partnership Merger, for United States federal income tax purposes (and, where applicable, state and local all income tax purposes), as an exchange described in Section 721 of the Code of the assets of SSGT Operating Partnership Merger shall qualify as and constitute to SST II Operating Partnership for interests in SST II Operating Partnership (an “assets-over” form partnership merger) which are distributed to the partners of merger governed by SSGT Operating Partnership in liquidation of SSGT Operating Partnership as described in Treasury Regulations Section 1.708-1(c)(3)(i) pursuant to which REIT II Operating Partnership contributes all of its assets and liabilities to REIT I Operating Partnership in exchange for the Partnership Merger Consideration in a transaction qualifying under Section 721(a) of the Code and immediately thereafter, REIT II Operating Partnership distributes such Partnership Merger Consideration to the holders of the REIT II Partnership Units, with REIT I Operating Partnership being the “resulting partnership” and a continuation of REIT I Operating Partnership pursuant to Treasury Regulation Section 1.708-1(c)(1). Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 2.6(b), and no Party shall take a position inconsistent with such treatment.