Tax Treatment of NRGY Contribution and Inergy Sales Contribution Sample Clauses

Tax Treatment of NRGY Contribution and Inergy Sales Contribution. The Parties intend, solely for Tax purposes, that (i) the NRGY Contribution shall be treated as (A) a contribution by NRGY to Acquirer of a portion of the Acquired Interests in exchange for the NRGY Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code and (B) the sale by NRGY to Acquirer of a portion of the Acquired Interests in exchange for the NRGY Cash Consideration (plus assumed liabilities to the extent properly taken into account under the Code); (ii) the Acquirer shall be treated as taking the Acquired Interests subject to the NRGY Notes Indebtedness; (iii) the portion of the NRGY Notes Indebtedness represented by the 2021 Inergy Notes shall be treated as a qualified liability within the meaning of Section 1.707-5(a)(6) of the Treasury Regulations; and (iv) NRGY’s share of the Guaranteed Debt under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Guaranteed Debt. The Parties intend that the Inergy Sales Contribution shall be treated as (A) a contribution by Inergy Sales to Acquirer of a portion of the Acquired Assets in exchange for the Inergy Sales Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code and (B) the sale by Inergy Sales to Acquirer of a portion of the Acquired Assets in exchange for the Inergy Sales Cash Consideration. The tax treatment described in this Section 2.8 with respect to the NRGY Contribution and the Inergy Sales Contribution is referred to as the “Intended Tax Treatment.” Unless otherwise required by applicable Law, the Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with the Intended Tax Treatment, provided, however, that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any Tax Authority with respect to the Intended Tax Treatment, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging the Intended Tax Treatment.
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Related to Tax Treatment of NRGY Contribution and Inergy Sales Contribution

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