Tax Treatment; Reporting. Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.
Tax Treatment; Reporting. Landlord and Tenant each acknowledges that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Premises and Tenant as the lessee of such Premises including: (a) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Premises; (b) Tenant reporting its Rent payments as rent expense under Section 162 of the Code; and (c) Landlord reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Lease shall be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state law purposes and for federal income tax purposes.
Tax Treatment; Reporting. Sublessor and Sublessee each acknowledges that each shall treat this transaction as a true Sublease for state law purposes and shall report this transaction as a Sublease for Federal income tax purposes. For Federal income tax purposes each shall report this Sublease as a true Sublease with Sublessor as the owner of the Premises and Sublessee as the lessee of such Premises including: (a) treating Sublessor as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Premises, (b) Sublessee reporting its Rent payments as rent expense under Section 162 of the Code, and (c) Sublessor reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Sublease shall be deemed to constitute a guaranty, warranty or representation by either Sublessor or Sublessee as to the actual treatment of this transaction for state law purposes and for federal income tax purposes.
Tax Treatment; Reporting. Sublessor and Sublessee each acknowledges that each shall treat this transaction as a true Sublease for state law purposes and shall report this transaction as a Sublease for Federal income tax purposes. For Federal income tax purposes each shall report this Sublease as a true Sublease with Sublessor as the sublessor of the Premises and Sublessee as the sublessee of such Premises including: (a) Sublessee reporting its Rent payments as rent expense under Section 162 of the Code, and (b) Sublessor reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Sublease shall be deemed to constitute a guaranty, warranty or representation by either Sublessor or Sublessee as to the actual treatment of this transaction for state law purposes and for federal income tax purposes.
Tax Treatment; Reporting. Landlord and Tenant each acknowledge that it is the intent of each party to treat this transaction as a true lease for state law purposes and, accordingly, each party shall report this transaction as a Lease for Federal income tax purposes. For federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including without limitation: (i) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (ii) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (iii) Landlord reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Lease shall be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state law purposes and for federal law purposes.
Tax Treatment; Reporting. Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes. For federal income tax purposes each party shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Tenant as the lessee of such Leased Premises including: (i) treating Landlord as the owner of the Improvements and Equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Improvements and Equipment, (ii) Tenant reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Landlord reporting the Rent payments as rental income. Notwithstanding the foregoing, nothing contained herein shall (a) require Landlord or Tenant to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state or federal tax purposes of for purposes of accounting or financial reporting, including but not limited to the determination as to whether this lease shall qualify for sale-leaseback accounting treatment or whether this lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.
Tax Treatment; Reporting. Lessor and Lessee each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes. For federal income tax purposes each party shall report this Lease as a true lease with Lessor as the owner of the Premises and Lessee as the lessee of such Premises including: (i) treating Lessor as the owner of the improvements and equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the improvements and equipment (excluding UST systems and multi product dispensers, which belong to Tenant as hereinabove described in this Lease, (ii) Lessee reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Lessor reporting the Rent payments as rental income. Notwithstanding the foregoing, nothing contained herein shall (a) require Lessor or Lessee to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Lessor or Lessee as to the actual treatment of this transaction for state or federal tax purposes or for purposes of accounting or financial reporting, including but not limited to the determination as to whether this Lease shall qualify for sale-leaseback accounting treatment or whether this Lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.
Tax Treatment; Reporting. (a) Sunoco, TCG and NewCo intend that the Sunoco Contribution made by each Contributing Subsidiary in exchange for the consideration delivered pursuant to Section 2.3 and the other consideration deliverable by NewCo to the Contributing Subsidiaries under this Agreement shall be treated for U.S. federal, and applicable state and local, income tax purposes (i) in the case of any Contributing Subsidiary that receives only (A) Common Units, (B) money or other consideration as a reimbursement for, and does not exceed the amount of, capital expenditures described in Treasury Regulation Section 1.707-4(d) or (C) the assumption by the Company of qualified liabilities as described in Treasury Regulation Section 1.707-5 (collectively the “721 Consideration”) as an exchange described in Section 721(a) of the Code and (b) in the case of any Contributing Subsidiary that receives money or other consideration other than 721 Consideration, (x) in part as an exchange described in Section 721(a) of the Code and (y) in part, as applicable, as a disguised sale transaction described in Section 707(a)(2)(B) of the Code (a “Disguised Sale”).
(b) After the Closing, Sunoco, TCG and NewCo agree to cooperate in good faith to allocate, for any such Disguised Sale, the consideration that is properly considered to have been received by the applicable Contributing Subsidiary in such Disguised Sale among the portion of the Refinery Assets contributed to NewCo by such Contributing Subsidiary that are treated as sold in such Disguised Sale, all in accordance with the allocation schedule delivered by Sunoco pursuant to Section 2.3 hereof and the principles of Sections 707 and 1060 of the Code and the Treasury Regulations promulgated thereunder. Within sixty (60) days of the Closing, Sunoco shall deliver to TCG and NewCo a draft allocation prepared in a manner consistent with the previous sentence (the “Draft Allocation”). NewCo shall have twenty (20) days to review the Draft Allocation. If NewCo does not object to the Draft Allocation by the end of such period, the Draft Allocation shall become the “Final Allocation”. If NewCo does object to any portion of the Draft Allocation, NewCo shall deliver a written notice to Sunoco prior to the close of business on the last day of such period, setting forth in reasonable detail the portion(s) of the Draft Allocation to which NewCo objects. To the extent that NewCo and Sunoco are not able to resolve any such objection within fifteen (15) days of del...
Tax Treatment; Reporting. Lessor and Lessee each acknowledges that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes. For federal income tax purposes each party shall report this Lease as a true lease with Lessor as the owner of the Premises and Lessee as the lessee of such Premises including: (i) treating Lessor as the owner of the improvements and equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the improvements and equipment (excluding UST Systems, which belong to Lessee as hereinabove described in this Lease, (ii) Lessee reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Lessor reporting the Rent payments as rental income. Notwithstanding the foregoing, nothing contained herein shall (a) require Lessor or Lessee to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Lessor or Lessee as to the actual treatment of this transaction for state or federal tax purposes or for purposes of accounting or financial reporting, including but not limited to the determination as to whether this Lease shall qualify for sale-leaseback accounting treatment or whether this Lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.
Tax Treatment; Reporting. (a) Notwithstanding any other provision of this Lease, the parties hereto hereby agree that it is the intent of the parties to create, and this Lease shall be treated as, a financing Lease in accordance with the terms of this Paragraph 33 from the Commencement Date up to the Option Lapse Date and thereafter as a true lease in accordance with the terms of this Paragraph 33. Landlord and Tenant acknowledge and agree that commencing as of the Commencement Date of this Lease and continuing until the Option Lapse Date each of Landlord and Tenant shall treat the transactions pursuant to the PSA, together with the transactions pursuant to this Lease and the Security Documents, for all accounting and federal, state and local tax purposes (including, without limitation, income taxes) as a loan by Landlord to Tenant in the amount of the Acquisition Cost, and not as a sale and leaseback of the Leased Premises. Consistent with the immediately preceding sentence, Landlord and Tenant acknowledge and agree that for all accounting and federal, state and local tax purposes (a) Tenant shall be treated as the beneficial owner of the Leased Premises and the Equipment (subject to Landlord’s secured interest therein), and eligible to claim depreciation and amortization deductions with respect to the Leased Premises under Section 167 or 168 of the Internal Revenue Code of 1986, as amended (the “Code”); (b) the Basic Rent and any Supplemental Rent shall be treated as interest expense of Tenant and interest income of Landlord, (c) Landlord and Tenant shall treat the Option Price, if paid, as (i) a repayment of loan principal up to the amount of the Acquisition Cost and (ii) interest expense of Tenant and interest income of Landlord to the extent the Option Price exceeds the Acquisition Cost and such interest income and interest expense shall be accrued as original issue discount and included in income by the Landlord and as an expense by the Tenant in accordance with Code Sections 1272 et seq; and Tenant agrees to prepare the applicable Form 1099-OID reports in accordance with such OID Schedule. Landlord and Tenant agree that (x) as soon as practicable after the execution and delivery of this Lease, they shall use commercially reasonable efforts and reasonably cooperate to create and agree upon a schedule (the “OID Schedule”)that will set forth in detail the amounts of accrued interest income and expense arising from the original issue discount described in the immediately precedi...
