Tax Treatment of Transaction. The parties agree to treat all Transactions under this Agreement as loans from Party A to FS Investment Corporation for federal, state and local income and franchise tax purposes.
Tax Treatment of Transaction. The transfer, assignment and exchange effectuated pursuant to this Agreement shall constitute a "Capital Contribution" to the Operating Partnership pursuant to Article 4 of the OP Agreement and is intended to be governed by Section 721(a) of the Code and each Contributor (or such other transferor) hereby consents to such treatment.
Tax Treatment of Transaction. The Parties agree that for U.S. federal income tax purposes Buyer’s purchase of the Purchased Interests shall be characterized as an exchange qualifying under Section 351 of the Code in which Seller contributed the Purchased Interests to Buyer in exchange for (a) the Buyer Common Share Consideration and (b) the Closing Cash Payment unless such characterization is contrary to applicable U.S. federal income tax Law. The Parties agree to report the transaction in accordance with this treatment in all Tax Returns unless such treatment is contrary to applicable U.S. federal income tax Law.
Tax Treatment of Transaction. The Buyer and the Seller agree that for federal income Tax purposes, since the Company is a disregarded entity, the purchase of the Units hereunder will be treated as a purchase of the assets of the Company.
Tax Treatment of Transaction. The parties intend that the Target Company Membership Interest exchanged for Holdings Equity pursuant to the Merger are tax-deferred contributions of capital by the Target Company Members in exchange for stock in Holdings under Section 351 of the Code. The Promissory Note Principal Amount is to be treated for income tax purposes as a sale of Target Company Membership Interest by the Target Company Members to Holdings. The parties agree to report the transactions consistent with the treatment described in this Section 6.11 for all Tax purposes.
Tax Treatment of Transaction. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as "sell," "sale," purchase," and "pay," the parties hereto acknowledge and agree that it is their assumption and intention that the transaction contemplated hereby shall be treated for federal income tax purposes as a tax-free nonrecognition transaction under Section 351 or 354 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties further agree to cooperate with each other in preparing any tax returns, statements, and forms consistent with that assumption and necessary or appropriate to effectuate that intention.
Tax Treatment of Transaction. SmartFinancial has no Knowledge of any fact or circumstance that would reasonably be expected to prevent the Parent Merger from qualifying as a “reorganization” under the provisions of Section 368(a) of the Code.
Tax Treatment of Transaction. For U.S. Federal income Tax purposes, the Company, the Company Members and the Emdeon Entities shall report the Merger as a partnership merger pursuant to Treasury Regulations section 1.708-1(c) taking the “assets-over form.” In accordance with the “assets-over form” under Treasury Regulations section 1.708-1(c)(3)(i), the Company will be treated as contributing all of its assets and liabilities to EBS Master in exchange for the Merger Consideration, and EBS Master will be treated as the “resulting partnership” and the Company will be treated as the “terminated partnership.” The parties agree that the Base Cash Consideration (and any other cash required to be paid to the Company or the Company Members hereunder) and any liabilities of the Company assumed by EBS Master or any liabilities to which the deemed contributed assets are subject, as applicable, shall be treated as payments made to the Company as part of a disguised sale pursuant to Code section 707(a)(2)(B) and the applicable Treasury Regulations thereunder and such treatment shall be governed by such provisions in the Code and applicable Treasury Regulations thereunder; provided, however, that the parties agree that Treasury Regulations section 1.707-4 shall have no application to such consideration. No party will take a position inconsistent with the treatment described in this Section 2.5 for any U.S. federal income Tax purpose.
Tax Treatment of Transaction. Buyer and Parent each agree, for federal Income Tax purposes, to treat the transaction contemplated by this Agreement as if Performance Packaging sold all of its assets (subject to all of its liabilities) to Buyer in exchange for the Purchase Price plus liabilities of Performance Packaging (plus other relevant items) pursuant to Treas. Reg. § 1.1361-5(b)(3), Ex. 9 and Revenue Ruling 2004-85.
Tax Treatment of Transaction. To the extent the transfer, assignment and exchange effectuated pursuant to this Agreement occurs in exchange for (a) Partnership Units (i.e., the Cash-Out -- Option is not exercised), such transaction shall constitute a "Capital Contribution" to the Operating Partnership pursuant to Article 4 of the OP Agreement and is intended to be governed by Section 721(a) of the Code; or (b) cash (i.e., the Cash-Out Option is exercised), such transaction shall constitute a sale by Contributor (or any other transferor as provided hereunder) to the Operating Partnership with the tax consequences set forth in Section 741 of the Code; and Contributor (or such other transferor) hereby consents to such treatment. In the event the Cash-Out Option is exercised, the Operating Partnership agrees to pay all transfer taxes arising from the sale of Contributor's Partnership Interests to the Operating Partnership.
