Tax Treatment of Purchase of Membership Interests Sample Clauses

Tax Treatment of Purchase of Membership Interests. The sale and purchase of the Membership Interests will be treated as a sale of the assets of Xxxxx-Xxxx FB/M Successor and Pillar FB/M Successor, as applicable, for United States federal income Tax purposes, as well as all applicable state and local income Tax purposes and shall prepare all Tax Returns in a manner consistent with such Tax treatment and shall not take any Tax position inconsistent therewith.

Tax Treatment of Purchase of Membership Interests. Sellers and Purchaser each acknowledge and agree that, for federal Income Tax purposes (and for state Income Tax purposes in states that follow federal Income Tax purposes in this respect), the purchase of the Membership Interests will be treated in a manner consistent with the holding in Situation 2 of Revenue Ruling 99-6, 1994-1 C.B. 432. Specifically, the acquisition of the Membership Interests will be treated (i) by each Seller as if such Seller had conveyed the Membership Interests to Purchaser in exchange for the consideration such Seller receives for the Membership Interests pursuant to this Agreement and (ii) by Purchaser as if it had acquired from each Seller such Seller’s share of the Acquired Assets deemed distributed to each such Seller in exchange for the consideration such Seller receives for the Membership Interests pursuant to this Agreement. The parties will prepare and file all Tax Returns consistent with the foregoing and will not take any inconsistent position on any Tax Return, or during the course of any proceeding with respect to Taxes, unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code.