Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any ...
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that the transactions contemplated hereby shall be treated as a partnership merger in accordance with Section 1.708-1(c) of the Treasury Regulations. Accordingly, the Company shall be treated as though it contributed its assets to NGL in exchange for the NGL Units in an exchange described in Section 721(a) of the Code, and immediately thereafter, the Company shall be treated as though it distributed the NGL Units to the members of the Company. The Parties agree to treat HSE’s payment of the Actual Earn-Out Amount, if any, as a distribution by NGL under Section 731 of the Code. The Parties further agree that the initial capital account of each NGL Unit as of the Closing Date shall equal the capital account of a common unit representing a limited partner interest in NGL (as appropriately adjusted to reflect the forbearance of any distribution described under Section 5.12) that is publicly traded on the New York Stock Exchange under the symbol “NGL,” and that such initial capital account shall be increased by the Actual Earn-Out Amount, if any.
(ii) Within sixty (60) days of the final determination of the Final Net Working Capital, as finally determined, HSE shall deliver to Representative a schedule allocating the total consideration payable hereunder (and the relevant liabilities of the Company) among the assets of the Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)(ii) of the Transferor Disclosure Schedule. HSE and each Transferor shall file all Tax Returns (and cause their respective Affiliates and persons that are treated as owning the shares of the Company for income Tax purposes to file all Tax Returns) consistently with the Purchase Price Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other legal proceeding that is inconsistent with such election, forms, or schedule, unless required by a determination of the applicable Governmental Entity that is final.
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that NGL shall be treated as acquiring the assets of the Company in exchange for the consideration payable under Article II.
(ii) Within sixty (60) days of the final determination of the Final Net Working Capital, as finally determined, HSE shall deliver to Representative a schedule allocating the total consideration payable hereunder (and the relevant liabilities of the Company) among the assets of the Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)(ii) of the Transferor Disclosure Schedule. HSE and Transferor shall file all Tax Returns (and cause their respective Affiliates and persons that are treated as owning the shares of the Company for income Tax purposes to file all Tax Returns) consistently with the Purchase Price Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other legal proceeding that is inconsistent with such election, forms, or schedule, unless required by a determination of the applicable Governmental Entity that is final.
Tax Treatment; Purchase Price Allocation. (a) For U.S. federal income tax purposes (and state, local, and foreign Tax purposes where applicable), the parties intend for the Transactions to be treated as a “merger or consolidation” (within the meaning of Treasury Regulations Section 1.708-1(c)) of PBS Holdings, PRE Wildcat Holdings and Buyer, governed by the “assets-over” form described in Treasury Regulations Section 1.708-1(c)(3)(i), in which PBS Holdings and PRE Wildcat Holdings are the “terminated” partnerships (within the meaning of Treasury Regulations Section 1.708-1(c)) and Buyer is the “resulting” partnership (within the meaning of Treasury Regulations Section 1.708-1(c)), with the applicable Sellers treated as selling a portion of their respective Acquired Interests to Buyer for each such Seller’s share of the Cash Purchase Price pursuant to Treasury Regulations Section 1.708-1(c)(4) (and each such Seller hereby expressly consents to such application of Treasury Regulations Section 1.708-1(c)(4)) immediately prior to the Closing. Except as otherwise required by applicable Law, each party shall, and shall cause each of its Affiliates to (i) report, act, and file all Tax Returns in all respects and for all purposes consistent with the foregoing treatment, and (ii) not take any position for Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with the foregoing treatment.
(b) The methodology set forth on Schedule 2.5 shall be used by the Sellers, Buyer, and the Acquired Entities as the basis for reporting the Transactions for all Tax purposes (the “Allocation Schedule”). Any adjustments to the Purchase Price shall be allocated in a manner consistent with the Allocation Schedule. Except as otherwise required by applicable Law, each party shall, and shall cause each of its Affiliates to (i) report, act, and file all Tax Returns in all respects and for all purposes consistent with the Allocation Schedule, and (ii) not take any position for Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with the Allocation Schedule; provided, however, that nothing contained herein shall prevent Buyer or the Sellers from settling any proposed deficiency or adjustment by any Taxing authority based upon or arising out of the allocation set forth in the Allocation Schedule, and neither Buyer nor the Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing authority challenging the allocation set forth in t...
Tax Treatment; Purchase Price Allocation. (a) Parent shall join with Purchaser and the Companies in making, and shall take any and all actions necessary to effect, an election under Section 338(h)(10) of the Code, and any corresponding election under state, local, and foreign Law, with respect to the purchase and sale of the Company Equity issued by MM and MIC (collectively, a “Section 338(h)(10) Election”). Parent shall include any income, gain, loss, deduction, or other Tax item resulting from the Section 338(h)(10) Election on its Tax Returns to the extent required by Law, including (but not limited to): (y) any Tax imposed under Treas. Reg. Sec. 1.338(h)(10)-1(d)(2); or (z) any state, local, or non-U.S. Tax imposed on the Companies gain. Parent and Purchaser shall, within ten (10) days prior to the date such forms are required to be filed under applicable Law, exchange completed and executed copies of IRS Forms 8023, 8594 and 8883, required schedules thereto, and any similar state, local, or foreign forms. The completed and executed IRS Forms 8594 and 8883 shall reflect the allocation schedule agreed to by Parent and Purchaser pursuant to Section 2.04(b). To the extent permitted by Law, Parent and Purchaser shall report (i) the purchase and sale of the common stock of MM and MIC as a “qualified stock purchase” and consistent with the Section 338(h)(10) Election and (ii) the purchase and sale of the membership interests of CC as a purchase of all of the assets of CC, and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Governmental Entity, or otherwise.
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that NGL shall be treated as acquiring the assets of the Company in exchange for the consideration payable under Article II.
(ii) Within sixty (60) days of the final determination of the Final Net Working Capital, as finally determined, HSE shall deliver to Representative a schedule allocating the total consideration payable hereunder (and the relevant liabilities of the Company) among the assets of the Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that the transactions contemplated hereby shall be treated as a contribution by OWL of the assets of each Company to NGL in exchange for the NGL Units in an exchange described in Section 721(a) of the Code. The Parties agree to treat HSE’s payment of the Actual Earn-Out Amount, if any, as a distribution by NGL under Section 731 of the Code. The Parties further agree that the initial capital account of each NGL Unit as of the Closing Date shall equal the capital account of a common unit representing a limited partner interest in NGL (as appropriately adjusted to reflect the forbearance of any distribution described in Section 5.12) that is publicly traded on the New York Stock Exchange under the symbol “NGL,” and that such initial capital account shall be increased by the Actual Earn-Out Amount, if any.
(ii) Within sixty (60) days of the final determination of the Final Net Working Capital, as finally determined, HSE shall deliver to Representative a schedule allocating the total consideration payable hereunder (and the relevant liabilities of each Company) among the assets of each Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)(ii) of the Transferor Disclosure Schedule. HSE and each Transferor shall file all Tax Returns (and cause their respective Affiliates and persons that are treated as owning the shares of any Company for income Tax purposes to file all Tax Returns) consistently with the Purchase Price Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other legal proceeding that is inconsistent with such election, forms, or schedule, unless required by a determination of the applicable Governmental Entity that is final.
Tax Treatment; Purchase Price Allocation. (i) The Buyer and the Sellers acknowledge that, by reason of the Buyer’s acquisition of all of the Membership Interests from the Sellers, the Company shall terminate as a partnership for U.S. federal (and applicable state and local) income Tax purposes, and the Company’s current taxable year shall close, on the Closing Date for U.S. federal (and applicable state and local) income Tax purposes under Section 708 of the Code. For U.S. federal income Tax purposes, as well as all applicable state and local income Tax purposes, the Buyer and the Sellers intend that Buyer’s acquisition of all of the Membership Interests shall be treated by Buyer as the acquisition of all of the assets of the Company, subject to the liabilities of the Company, and by each Seller as a transfer of such Seller’s Membership Interests in accordance with Revenue Ruling 99-6, 1991-1 C.B. 432, Situation
Tax Treatment; Purchase Price Allocation. For U.S. federal income Tax purposes the acquisition and sale of the Membership Interests will be treated as an acquisition, by purchase, of all the assets of the Company. The Purchaser shall prepare a purchase price allocation schedule (the “Allocation”) allocating the Purchase Price (and all other capitalized costs and any other items treated as additional purchase price for U.S. federal income Tax purposes) among the various categories of assets of Company in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). The Purchaser shall submit the Allocation to the Sole Member for its review, comment and approval following the Closing Date. If the Sole Member notifies the Purchaser that the Sole Member is disputing the Allocation within ten (10) days following the Sole Member’s receipt of the Allocation, the Sole Member and the Purchaser shall mutually negotiate the Allocation in good faith.
Tax Treatment; Purchase Price Allocation. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer, Seller and the Partnership agree to treat the Pre-Closing Distribution to Seller as a distribution from the Partnership to Seller pursuant to Code Section 731. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer and Seller agree to treat the purchase of the Partnership Interest contemplated by this Agreement as an acquisition of assets in the manner described in Situation 1 of Revenue Ruling 99-6, 1999-1 C.B. 423, provided, however, if within sixty (60) Business Days following the Closing Date, Buyer notifies Seller that Buyer will elect to treat itself as an association taxable as a corporation for federal income Tax purposes effective on a date that precedes the Closing Date, then (i) Buyer and Seller shall treat the purchase of the Partnership Interest contemplated by this Agreement as a transfer of an interest in a partnership by sale or exchange as described in Code Section 743(b); (ii) the Partnership shall make or otherwise have in effect an election pursuant to Code Section 754 for its taxable year that includes the Closing Date; and (iii) Buyer and Seller agree that the purchase of the Partnership Interest shall not terminate the Partnership for federal income Tax purposes pursuant to Code Section 708(b)(1)(A) or Code Section 708(b)(1)(B). The Purchase Price, as increased by the applicable liabilities of the Partnership and other relevant items, shall be allocated for income Tax purposes among the Mexican Subsidiary Shares and the assets of the Partnership in accordance with the methodology set forth on Exhibit B. Buyer and Seller shall follow and use such allocation in the preparation of all Tax Returns or similar reports filed by them with any Tax Authority, including any disclosures required to be made to the United States Internal Revenue Service by the parties under the provisions of Section 1060 of the Code or any Treasury Regulations promulgated thereunder.
