Tax Treatment of the Transaction. (a) The Parties agree that for federal income Tax purposes, (i) the transactions described in the Existing Lease shall be considered as a taxable installment sale of the Existing Facility, (b) the transactions described in this Agreement and in the New Equipment Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Existing Lease for the New Facility, and (c) the Tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms of New Equipment Lease will be governed by the principles of Treasury Regulation section 1.1275-4(c). Each Party agrees to report the transaction consistently with such characterization. Lessee will provide Lessor with an allocation of the fixed payments under the Initial Term of the New Equipment Lease between interest and principal components within ninety (90) days after the Closing Date. Lessee will provide Lessor with an allocation of the fixed payments due under each Renewal Term of the New Equipment Lease between interest and principal components within ninety (90) days of the start of each Renewal Term. Lessee will provide an allocation of each contingent payment under the New Equipment Lease between interest and principal components within forty-five (45) days after such payment is made. Lessor shall provide any objections to Lessee within thirty (30) days after the receipt thereof. If Lessor raises objections, the Parties will apply the procedures set forth in Section 4.1(b) to resolve such objections.
(b) All rent payments under the New Equipment Lease shall be allocated to the New Facility in accordance with Section 1060 of the Code. Each CCS Party shall provide Lessee with any information reasonably requested and required to complete IRS Form 8594. Lessee shall complete Form 8594 and furnish each CCS Party with a copy (the “Draft Allocation”) within one hundred twenty (120) days from the Closing Date. Each CCS Party shall review the Draft Allocation and provide any objections to Lessee within thirty (30) days after the receipt thereof. In the event no CCS Party objects to Lessee’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”) and the Parties shall report such Final Allocation for Tax purposes and file Tax Returns (including Form 8824 under Section 1031 of the Code and Form 8594 under Section 1060 of the Code) in a manner consistent with such mutually agreed Final Allocation. If any CCS Party raises objection...
Tax Treatment of the Transaction. For U.S. federal income tax purposes, and to the extent permitted for state and local income Tax purposes, the transactions to effect the Corporate Reorganization, including the transactions contemplated under this Agreement, shall be treated as part of a plan of reorganization to effect a mere change in the identity, form and place of organization of the Trust under Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder. The Parties shall not take any position inconsistent with such treatment in notices to or filings with Governmental Authorities, in audit or other Proceedings with respect to Taxes, or in other documents or notices relating to the transactions contemplated by this Agreement.
Tax Treatment of the Transaction. The Parties intend that the Transaction will be treated for U.S. federal income tax purposes as set forth in this Section 5.3 (the “Intended Tax Treatment”). Each party shall, and shall cause its controlled Affiliates to, file all tax returns and other reports consistent with the Intended Tax Treatment, unless required by Law to do otherwise.
(a) The transactions contemplated hereby shall be treated as either (A) a transaction described in Section 721 of the Internal Revenue Code in a manner consistent with Revenue Ruling 84-52, 1984-1 C.B. 157 or (B) a readjustment of partnership items among existing partners of a partnership not involving a sale or exchange. As a result, no gain or loss should be recognized by MPLX or existing owners of Common Units, other than the General Partner or its Affiliates, except, in the case of the existing owners of Common Units, to the extent any gain is recognized as a result of the transactions contemplated hereby causing a decrease in their share of Partnership liabilities under Section 752 of the Internal Revenue Code.
(b) The transactions contemplated hereby should result in an adjustment to the capital accounts of the Partners and the carrying values of MPLX’s properties in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f).
Tax Treatment of the Transaction. The parties intend that the General Partner’s Cancellation and Conversion in exchange for the Restructuring Common Units and the Cash Consideration described in Section 2.1 and Section 2.2 will be treated for U.S. federal income tax purposes as set forth in this Section 6.2 (the “Intended Tax Treatment”). Each party shall, and shall cause its controlled affiliates to, file all tax returns and other reports consistent with the Intended Tax Treatment, unless required by Law to do otherwise. The transactions contemplated hereby shall be treated as either (a) to the extent of the Restructuring Common Units, a readjustment of partnership items among an existing partner or partners of a partnership not involving a sale or exchange, and, to the extent of the Cash Consideration, a distribution under Section 731 of the Internal Revenue Code of 1986, as amended (the “Code”), or (b) to the extent of the Restructuring Common Units, a transaction described in Section 721 of the Code in a manner consistent with Revenue Ruling 84-52, 1984-1 C.B. 157, and, to the extent of the Cash Consideration, a distribution under Section 731 of the Code. As a result, (i) no taxable gain or loss will be recognized by the Partnership, (ii) no taxable gain or loss will be recognized by the General Partner except to the extent that the Cash Consideration, together with the amount any decrease in the General Partner’s share of the Partnership’s liabilities under Section 752 of the Code, is greater than the General Partner’s adjusted basis in its interest in the Partnership, and (iii) in the case of the existing public limited partners owning common units representing limited partner interests in the Partnership, taxable gain will be recognized only to the extent such public limited partner’s share of the Partnership's liabilities under Section 752 of the Code is decreased by an amount that is greater than such public limited partner’s adjusted tax basis in its common units.
Tax Treatment of the Transaction. (a) Each Member of the Family Group shall fully and accurately complete and deliver to Quiksilver, a United States Internal Revenue Service Form W-8BEN or any similar or successor form thereto (collectively, the "FORM W-8BEN") representing that such Member of the Family Group is a non-U.S. person and claiming the benefit of the Tax Treaty with respect to any payments received under the terms of this Agreement, the Acquisition Agreement or the bylaws of the Company (the "TRANSACTION DOCUMENTS") (including any dividend distribution received from the Company) (i) on the date hereof, (ii) before any such Form W-8BEN previously provided expires, (iii) promptly upon learning that any such Form W-8BEN previously provided has become obsolete or incorrect, and (iv) promptly upon reasonable demand by Quiksilver. Each Member of the Family Group shall complete the Form W-8BEN in such a manner as to qualify the payments made under the Transaction Documents for the lowest rate of U.S. withholding tax available under the Tax Treaty with respect to such payments. For the avoidance of doubt, neither the acceptance by Quiksilver of a Form W-8BEN, nor the making of payments, contemplated by any of the Transaction Documents free from withholding tax shall be construed as an agreement by Quiksilver that a Member of the Family Group has satisfied its obligations under this Article 6.1(a) or as a waiver by Quiksilver of such obligations.
(b) Each Member of the Family Group must immediately notify Quiksilver if he is notified that he must or may need to file a tax return for United States federal tax (other than Form W-8BEN) that refers to one of the transactions contemplated by the Transaction Documents. The Family Group must consult Quiksilver prior to any of its Members filing such a tax return. Quiksilver shall notify the Family Group in writing of how it treats such transactions, for United States federal income tax purposes ("TREATMENT USED BY THE Purchaser"); this information being communicated to the Family Group on or before the time the Call Option or the Put Option are exercised. To the extent permitted by law (including but not limited to regulations), the Parties shall agree to complete any statement related to U.S. taxation in a manner consistent with the Treatment Used by the Purchaser, and the Parties shall agree not to otherwise characterize the transactions for U.S. federal income tax purposes in any correspondence or communications with a U.S. government author...
Tax Treatment of the Transaction. The Parties acknowledge and agree that for U.S. federal income tax purposes (and to the extent permitted for state and local income Tax purposes) to treat and report the transactions contemplated under this Agreement as follows:
(a) with respect to the Logistics Issued Units issued to Logistics in exchange for the Logistics Membership Interests, as a contribution to MPLX of an undivided interest in the Assets under Section 721 of the Code;
(b) with respect to the Holdings Issued Units issued to Holdings in exchange for the Holdings Membership Interests, as a contribution to MPLX of an undivided interest in the Assets under Section 721 of the Code;
(c) with respect to the MPLX GP Issued Units issued to MPLX GP in exchange for the MPLX GP Membership Interests, as a contribution to MPLX of an undivided interest in the Assets under Section 721 of the Code; and
(d) with respect to the distributions of the Cash Consideration made out of the Partnership Debt, as distributions under Section 731 of the Code that, together with the corresponding contributions, (i) qualify to the maximum extent possible as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations; (ii) in excess of the amount described in clause (i) hereof, as reimbursement, to the maximum extent possible, for capital expenditures with respect to the Assets, as described in Section 1.707-4(d) of the Treasury Regulations; and (iii) in excess of the amount described in clauses (i) and (ii) hereof, as the proceeds of a sale of the corresponding assets by MPLX GP, Logistics or Holdings, as applicable, to MPLX to the extent any other exception to the “disguised sale” rules under Section 707 of the Code and the Treasury Regulations thereunder are inapplicable. The Parties agree to act at all times in manner consistent with the U.S. federal income tax treatment as set forth in this Section 12.5, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.
Tax Treatment of the Transaction. The Parties intend that WES’s purchase of the Subject Units in exchange for the consideration described in Section 2.0 will be treated for U.S. federal income tax purposes as a distribution by WES to WGR pursuant to Section 731 of the Code and Treasury Regulations Section 1.731-1(a) (the “Intended Tax Treatment”). Each Party shall, and shall cause its controlled Affiliates to, file all Tax returns and other reports consistent with the Intended Tax Treatment, unless required by Law to do otherwise.
Tax Treatment of the Transaction. The parties agree that for U.S. federal income Tax purposes (and, to the extent applicable, for state and local Tax purposes), (a) the Initial Merger and the Redemption shall be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, (b) the Second Merger shall be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code and (c) this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Mergers within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder (the “Intended Tax Treatment”).
Tax Treatment of the Transaction. The parties intend that for federal income tax purposes (and applicable state income or franchise tax purposes), the Merger will be treated as an “Assets-Over Form” merger within the meaning of the Treasury Regulations promulgated under Section 708 of the Internal Revenue Code of 1986, as amended (the “Code”) with PAA being treated as the continuing partnership and MLP being treated as the terminated partnership. Accordingly, it is anticipated that no income or gain should be recognized by a holder of MLP Common Units as a result of the Merger, other than any gain resulting from (i) a decrease in a holder of MLP Common Units’ share of partnership liabilities pursuant to Section 752 of the Code or (ii) cash received in lieu of fractional PAA Common Units.
Tax Treatment of the Transaction. (i) Parent shall use commercially reasonable efforts to provide the Company and its counsel with a duly executed tax representation letter, dated as of the Closing Date, containing customary representations reasonably required for Company’s counsel to provide the Company with an opinion to the effect that the First Merger and the Second Merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
(ii) Parent, the Company and the Surviving Company will each use its reasonable best efforts to cause the First Merger and the Second Merger, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Prior to or following the Closing, none of Parent, the Company or the Surviving Company will, and they will not permit any of their respective Affiliates to, take (or fail to take) any action which action (or failure to act) would reasonably be expected to cause the First Merger and Second Merger, taken together, to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code unless required to do so by Applicable Law.
(iii) Parent, the Company and the Surviving Company agree to treat the First Merger and the Second Merger, taken together, for all Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, unless otherwise required by a Tax Authority in connection with a good faith resolution of an audit or examination.
(iv) The parties hereto intend to comply with Revenue Procedure 2018-12, 2018-6 IRB 349 (“Rev. Proc. 2018-12”), and therefore acknowledge and agree that for purposes of determining the value of the Parent Stock to be received by the Equityholders pursuant to the transactions contemplated by this Agreement, (A) the “Safe Harbor Valuation Method” (within the meaning of Section 4.01(1) of Rev. Proc. 2018-12) will be the average of the daily volume weighted average prices as described in Section 4.01(1) of Rev. Proc. 2018-12; (B) the “Measuring Period” (within the meaning of Section 4.01 of Rev. Proc. 2018-12) will be the 20 consecutive trading days ending on May 3, 2021; (C) the “specified exchange” (within the meaning of Section 3.01(4) of Rev. Proc. 2018-12) will be the New York Stock Exchange; and (D) the “authoritative reporting source” (within the meaning of Section 3.01(4) of Rev. Proc. 2018-12) will be Bloomberg Finance L.P.
