Tax Treatment of Transactions. The parties agree that if the Company is treated as a pass-through entity for United States federal income Tax purposes on the Closing Date, the transactions contemplated hereby shall be treated for United States federal Tax purposes as the purchase of assets held by the Transferred Entities that are classified as disregarded entities for such Tax purposes (other than disregarded entities directly or indirectly owned by Transferred Entities that are classified as corporations for such Tax purposes), and the purchase of stock of the Transferred Entities that are treated as corporations for such Tax purposes, subject to the application of rules relating to Code Section 338 with respect to Transferred Entities for which Section 338(g) Elections are made. If the entity classification election referenced in Section 5.4(a)(I)(1) shall have been made with respect to the Company, the parties agree that the transactions contemplated hereby shall be treated for United States federal income Tax purposes as the purchase of stock of the Company, including for purposes of Section 7.12 and subject to the application of rules relating to Code Section 338, if a Section 338(g) Election is made with respect to the Company.
Tax Treatment of Transactions. The Tax treatment of the Transactions reported on any Tax Return shall be consistent with the treatment thereof in the IRS Ruling Request, the IRS Ruling, the Distribution Tax Opinion, the Merger Tax Opinions, the CRA Ruling (if obtained from the CRA), and any other opinion (other than the Distribution Tax Opinion and the Merger Tax Opinions) of a nationally recognized law or accounting firm received by Burgundy with respect to the Transactions (which opinion must be in form and substance reasonably acceptable to Grizzly), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the IRS Ruling Request, the IRS Ruling, the Distribution Tax Opinion, the Merger Tax Opinions, the CRA Ruling (if obtained from the CRA), and any other opinion (other than the Distribution Tax Opinion and the Merger Tax Opinions) of a nationally recognized law or accounting firm received by Burgundy with respect to the Transactions, each Party shall be permitted to determine such Tax treatment of the respective transaction reported on any Tax Return filed by such Party or its Affiliates provided that there is a reasonable basis for such Tax treatment. Any disputes regarding such Tax treatment that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01.
Tax Treatment of Transactions. The parties agree that all transactions contemplated herein will be reported for tax purposes consistently with the manner in which such transactions are characterized by this Agreement.
Tax Treatment of Transactions. Each of the parties (a) shall use their commercially reasonable efforts to cause the LMI Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and, when viewed as a collective whole with the LMI Merger, the conversion of shares of UGC Common Stock into shares of HoldCo Series A Stock that is effected pursuant to the UGC Merger to qualify as an exchange within the meaning of Section 351 of the Code, (b) will not take any action, and will not permit any of its Controlled Affiliates to take any action, that would cause the LMI Merger not to qualify as a reorganization within the meaning of Section 368(a) of the Code or the conversion of shares of UGC Common Stock into shares of HoldCo Series A Stock that is effected pursuant to the UGC Merger not to qualify as an exchange within the meaning of Section 351 of the Code, and (c) will cooperate with the law firms that are to render the opinions referred to in Sections 8.1(e), 8.2(e) and 8.3(d) by providing appropriate certifications as to factual matters.
Tax Treatment of Transactions. In connection with certain other capital contributions to Holdings to be consummated by Holdings in a series of related transactions, the parties thereto and hereto will be in control of Holdings as defined in section 368(c) of the Code. The parties intend that the Merger of the Company into Merger Sub, as part of the series of related transactions, be a tax-deferred integrated transaction under Section 351 of the Code and Rev. Rul. 84-71, 1984-1 C.B. 106. The parties agree to report the transactions consistent with the treatment described in this Section 6.11 for all Tax purposes.
Tax Treatment of Transactions. The parties agree that for U.S. federal income tax purposes, the transactions contemplated by this Agreement shall be treated as a purchase by the Purchaser of the equity of the Company from the Unitholders, and no party shall take any position that is inconsistent with such treatment for U.S. federal income tax purposes or, where permissible, state or local Tax purposes.
Tax Treatment of Transactions. To the extent the Company ceases to be classified as a partnership for U.S. Federal income Tax purposes as a result of the transactions contemplated by this Agreement, the transactions contemplated by this Agreement shall be treated for all U.S. Federal income Tax purposes as a sale by the Members of partnership interests of the Company and as a purchase by Buyer of the assets and liabilities of the Company.
Tax Treatment of Transactions. DST and the Operating Partnership hereby acknowledge and agree that the transactions contemplated by this Agreement shall, for federal income tax purposes, be treated as follows: (a) with respect to a DST Investor receiving its share of the Merger Consideration in cash pursuant to Section 1.05(c)(i), a taxable sale of an undivided interest (equal to such DST Investor’s Percentage Share) in each property held by the DST by such DST Investor to the Operating Partnership under Section 1001 of the Code; (b) with respect to a DST Investor receiving its share of the Merger Consideration in OP Units pursuant to Section 1.05(c)(ii), a non-taxable transfer of an undivided interest (equal to such DST Investor’s Percentage Share) in each property held by the DST by such DST Investor to the Operating Partnership in exchange for interests in the Operating Partnership under Section 721 of the Code; and (c) with respect to a DST Investor receiving its share of the Merger Consideration in both cash and OP Units pursuant to Section 1.05(c)(iii), a taxable sale of an undivided interest (equal to such DST Investor’s Elected Cash Percentage) in each property held by the DST by such DST Investor to the Operating Partnership under Section 1001 of the Code and a non-taxable transfer of an undivided interest (equal to such DST Investor’s Elected OP Unit Percentage) in each property held by the DST by such DST Investor to the Operating Partnership in exchange for interests in the Operating Partnership under Section 721 of the Code. The Operating Partnership and each DST Investor shall file all tax returns in a manner consistent with the foregoing unless otherwise required by a final, non-appealable determination by an applicable Governmental Authority.
Tax Treatment of Transactions. For U.S. federal income tax purposes (and any applicable corresponding state or local tax purposes), the sale of the Company Units by the Sellers to Buyer, and the purchase thereof by Buyer, shall be treated in accordance with IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2), (i) with respect to Buyer, as a deemed purchase of all of the assets of the Company and its Subsidiaries, and (ii) with respect to the Sellers, as a sale of one-hundred percent (100%) of the interests in a partnership. As a result of the sale and purchase of the Company Units, the Company shall terminate for U.S. federal income Tax purposes under Section 708(b)(1) of the Code as of the end of the Closing Date. None of the Sellers, the Company, the Joint Holder Representatives, Buyer or any of their respective Affiliates shall take any position inconsistent with such treatment in notices to or filings with Taxing Authorities, in any Tax Proceeding, or in other documents or notices relating to the transactions contemplated by this Agreement, except to the extent otherwise required to do so by a “determination” as defined in Section 1313(a) of the Code (or any similar provision of state or local law).
Tax Treatment of Transactions. The Tax treatment of the Transactions reported on any Tax Return shall be consistent with the treatment thereof in the IRS Ruling, the TDCC RMT Tax Opinion and the Parent Merger Tax Opinion, unless there is not a reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the External Transactions which is not covered by the IRS Ruling Request, the IRS Ruling, the TDCC RMT Tax Opinion, or the Parent Merger Tax Opinion, each Party shall be permitted to determine such Tax treatment of the respective transaction reported on any Tax Return filed by such Party or its Affiliates provided that there is a reasonable basis for such Tax treatment, and provided further that Parent shall file its Tax Returns consistent with any “more likely than not” or better opinion (other than the TDCC RMT Tax Opinion and the Parent Merger Tax Opinion) of a nationally recognized law or accounting firm received by TDCC and reasonably acceptable to Parent unless Parent determines there is not a reasonable basis for such position or Parent receives a “should” or “would” opinion of a nationally recognized law or accounting firm that supports an alternative position. Any disputes regarding such Tax treatment that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01.
