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. 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. 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. 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. For U.S. federal income tax purposes (and for purposes of any applicable state or local Tax purposes that follow the U.S. federal income tax treatment), the Parties agree to treat the transactions contemplated by this Agreement consistent with Situation 2 of Revenue Ruling 99-6, 1999-1 CB 432 (1/15/1999). The Parties agree to file all Tax Returns consistent with the foregoing, and not to take any position inconsistent with this treatment, unless and until there has been a Final Determination to the contrary. The Parties also agree that the Acquired Companies’ obligations to pay the Debt Payoff Amount, the Transaction Costs and the Change of Control Payments shall have accrued as of the Closing Date, and the Holders and the Acquired Companies (as distinguished from the Buyer Parties and the Surviving Entities) shall be entitled to any deductions relating to such payment obligations for U.S. federal income tax purposes (and for Texas franchise purposes and for purposes of any applicable state or local Taxes that follow the federal treatment). The Acquired Companies shall take into account such deductions on their respective Forms 1065 (U.S. Return of Partnership Income) and any applicable state or local income tax returns that follow the federal treatment for their taxable years ending on or before the Closing Date (it being understood that each of the Acquired Companies will terminate as a partnership under Section 708(b)(1)(A) of the Code as a result of the transactions contemplated by this Agreement and thus its final taxable year for such purposes will end on the Closing Date).
Tax Treatment of Transactions. The parties intend upon consummation of the Merger, the Shareholders shall be treated as having transferred their Shares to Parent in exchange for the Merger Consideration in an exchange described under Section 351(a) of the Code, except as otherwise provided under Section 351(b) of the Code (“Intended Tax Treatment”). The parties agree to report the transactions consistent with the Intended Tax Treatment for all Tax purposes and agree further not to take any action or fail to take any action (nor cause their Affiliates to take or fail to take any action), which action or failure may jeopardize the Intended Tax Treatment.
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. The parties agree to treat for federal income tax purposes the transactions contemplated herein as a part-sale and part-contribution as of the formation of the Buyer and DR Partnership whereby (i) the Non-DR Entities and DR Entities sell the BEI Purchased Assets and the Purchased DR Assets, respectively, to the Buyer in exchange for the Purchase Price and the assumption by Buyer of the Assumed BEI Liabilities and the Assumed DR Liabilities and (ii) ST Finance contributes the STi Purchased Assets to the Buyer in exchange for a 25% membership interest in the Buyer and the assumption by Buyer of the STi Assumed Liabilities. The parties agree that on the Initial Closing Date the DR Partnership shall be disregarded as an entity separate from the Buyer for federal income tax purposes. No party shall take any action inconsistent with the tax treatment described above, unless otherwise required by applicable law.
Tax Treatment of Transactions. From and after the date hereof and until the Closing, none of the Parties shall (a) knowingly take any action, or knowingly fail to take any action, that would jeopardize qualification of the Share Exchange as a reorganization within the meaning of Section 368(a) of the Code or the transfer of EE&G as a split-off within the meaning of Section 355 of the Code; or (b) enter into any contract, agreement, commitment or arrangement with respect to the foregoing. After the Closing, the Parties shall not take or fail to take any action that is reasonably likely to jeopardize qualification of the Share Exchange as a reorganization within the meaning of Section 368(a) of the Code or the Transfer of EE&G as a split-off within the meaning of Section 355 of the Code.
