Common use of Tax Treatment of the Transaction Clause in Contracts

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 the General Partner’s Cancellation and Conversion Contribution in exchange for the Restructuring Common Units Equity Consideration 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 7.2 (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 UnitsEquity Consideration, 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 UnitsEquity Consideration, 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 or CNX Gas except to the extent that either the Cash Consideration, together with the amount any decrease in the General PartnerConsideration or CNX Gas’s share of the Partnership’s liabilities under Section 752 of the Code, Code is decreased by an amount that is greater than the General PartnerCNX Gas’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 ’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.