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. 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 by REIT III Operating Partnership of all of its assets and liabilities to REIT III Operating Partnership shall be treated as a contribution of such assets and liabilities by REIT II to REIT II Operating Partnership that is described in Section 721 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 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 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 the Partnership Merger by which REIT III II Operating Partnership of contributes all of its assets and liabilities to REIT III I Operating Partnership shall be treated as in exchange for the Partnership Merger Consideration in a contribution transaction qualifying under Section 721(a) of such assets the Code and liabilities by REIT II to immediately thereafter, REIT II Operating Partnership that is described in Section 721 distributes such Partnership Merger Consideration to the holders of the CodeREIT 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 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 the Partnership Merger by REIT III which XXXX IV Operating Partnership of contributes all of its assets and liabilities to REIT XXXX III Operating Partnership shall be treated as in exchange for the Partnership Merger Consideration in a contribution transaction qualifying under Section 721(a) of such assets the Code and liabilities by REIT II to REIT II immediately thereafter, XXXX IV Operating Partnership that is described in Section 721 distributes such Partnership Merger Consideration to the holders of the CodeXXXX IV Partnership Units, with XXXX III Operating Partnership being the “resulting partnership” and a continuation of 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 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 Codeincome 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), the transfer pursuant to the Partnership Merger by REIT III Operating Partnership of all of its assets and liabilities to REIT III Operating Partnership shall be treated as a contribution of such assets and liabilities by REIT II to REIT II Operating Partnership that is an exchange described in Section 721 of the CodeCode of the assets of SSGT Operating Partnership to SST II Operating Partnership for interests in SST II Operating Partnership (an “assets-over” partnership merger) which are distributed to the partners of SSGT Operating Partnership in liquidation of SSGT Operating Partnership as described in Treasury Regulations Section 1.708-1(c)(3)(i). 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 be treated as a transfer by REIT III I Operating Partnership of all of its assets and liabilities to REIT III II Operating Partnership shall be treated as a contribution in exchange for REIT II OP Units followed by the distribution of such assets and liabilities by REIT II units to REIT II and REIT I Operating Partnership that is Minority Owner in a complete liquidation of REIT I Operating Partnership, the exchange and distribution being respectively described in Section 721 of the CodeCode and Section 731 of the Code pursuant to the REIT 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.