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, (i) 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 (ii) 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.
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 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:
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.
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. 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. The Parties agree and acknowledge that, for U.S. federal income tax purposes and applicable state and local Tax purposes, (i) the GNOG HoldCo Formation shall be treated as the formation by Seller Parent of GNOG HoldCo, an entity treated as disregarded as separate from FEI; (ii) the GNOG LLC Formation shall be treated as the formation by GNOG HoldCo of GNOG LLC, an entity treated as disregarded as separate from FEI; (iii) the GNOG Conversion shall be treated as the complete liquidation of the Company into FEI, qualifying under Section 332 of the Code for no recognition of gain or loss to FEI and under Section 337 of the Code for no recognition of gain or loss to the Company, with FEI becoming the owner of all assets (“Company Assets”) and liabilities (“Company Liabilities”) of the Company, including under the Credit Agreement; (iv) the Landcadia HoldCo Formation shall be treated as the formation by Landcadia of Landcadia HoldCo, an entity treated as disregarded as separate from Landcadia; (v) the Initial Landcadia HoldCo Contribution and the Second Landcadia HoldCo Contribution shall be treated as (A) the purchase by Landcadia and the taxable sale by FEI of a certain undivided interest in the Company Assets (the “Purchased Assets”) for an amount of cash equal to the Aggregate Closing Cash Consideration Amount and the issuance by Landcadia to FEI of a number of shares of Landcadia Class B Common Stock equal to the Voting Stock Consideration (such consideration, the “Asset Consideration”), subject to Company Liabilities that give rise to taxable gain to FEI immediately followed by (B)(1) the contribution by Landcadia of the Purchased Assets and an amount of cash equal to the Minimum Cash Balance and (2) the contribution by FEI of the Company Assets other than the Purchased Assets, subject to the Company Liabilities that were not taken subject to the Purchased Assets (including under the Credit Agreement) to Landcadia HoldCo, in the case of each of (1) and (2), in exchange for partnership interests in Landcadia HoldCo in a transaction in which Landcadia HoldCo is converted from a disregarded entity to a partnership in accordance with Revenue Ruling 99-5 and qualifying under Section 721(a) of the Code; and (vi) the Minimum Cash Balance Contribution shall be disregarded. Unless otherwise required by a “determination” as defined in Section 1313(a) of the Code, the Parties further agree to file all U.S. federal, state, local and non-U.S. Tax Returns consistent wit...
Tax Treatment of the Transaction. It is the intent of the parties hereto that, for U.S. federal income Tax purposes, the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” in respect of the Merger for purposes of Sections 354 and 361 of the Code. However, Parent does not represent or warrant to the Company or to any Company Stockholder that the Merger will constitute a “reorganization.” The Company acknowledges that the Company and the Company Stockholders are relying on their own Tax advisors in connection with this Agreement, the Merger, and the other transactions contemplated herein. The parties agree to treat all of the Final Merger Consideration as consideration for the equity and do not intend to treat any portion of such consideration as compensation for services and shall prepare all Tax Returns consistent with such treatment unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.
