Transaction Tax Treatment. (i) None of Parent, Holdco, Merger Sub, the Member, or any Group Company shall take, or omit to take, any action that would, or would reasonably be expected to, prevent or impede (i) the Merger and the Contribution, taken together, from qualifying as a transaction described in Section 351 of the Code or (ii) the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
(ii) If either (i) Parent obtains the Parent Change in Law Opinion from Sidley Austin LLP, it shall use reasonable best efforts to obtain a Parent Tax-Free Opinion from an alternative tax counsel of similar standing; or (ii) the Member receives the Member Change in Law Opinion from D&W, it shall use reasonable best efforts to obtain a Member Tax-Free Opinion from an alternative tax counsel of similar standing.
(iii) Parent and the Member acknowledge and agree that the payment of cash pursuant to Section 2.06 shall be treated as property described in Section 351(b) of the Code and the issuance of Earnout Shares pursuant to Section 2.06 shall be treated as transfer of stock described in Section 351(a) of the Code.
(iv) Parent and the Member acknowledge and agree that for federal and any applicable state, local or foreign Tax purposes, any Indebtedness outstanding under the Credit Agreement or any applicable Interim Debt Financing shall be treated as Indebtedness of the Member which was not assumed by Holdco in connection with the Contribution, and any cancellation of indebtedness income resulting from the repayment of such Indebtedness shall be treated as income of the Member for such Tax purposes.
Transaction Tax Treatment. The Parties shall treat, for federal income Tax purposes (and, where applicable, for state, local and foreign income Tax purposes), (a) the Initial Class B Units Sale as a transaction described in Situation 2 of Revenue Ruling 99-5, 1999-1 CB 434, with a portion of the Class B Purchaser’s contribution to the Company of the Initial Aggregate Class B Purchase Price being used by the Company, subject to Section 5.08, to purchase the Xxxxxx Membership Interests, and the remainder of the Initial Aggregate Class B Purchase Price being distributed to the Class A Purchaser as part of a disguised sale of property pursuant to Treasury Regulations Section 1.707-3, and (b) the Additional Class B Units Sale as an additional capital contribution by the Class B Purchaser to the Company of the Additional Aggregate Class B Purchase Price and a distribution of the amount thereof to the Class A Purchaser that is treated as a reimbursement of preformation expenditures pursuant to Treasury Regulations Section 1.707-4 to the extent of such expenditures, with the remainder being treated as a second installment payment under the disguised sale described in clause (a) of this Section 2.15, which shall be treated as an installment sale described in Section 453(b) of the Code. The Parties shall not take any position inconsistent with such treatment on any Tax Return or in connection with any Tax audit or proceeding except to the extent otherwise 869214.30-WILSR01A - MSW required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law). The Company shall make, and shall cause its applicable Subsidiaries to make, an election under Section 754 of the Code (and any corresponding election available under applicable state or local law) with respect to the taxable year that includes the Additional Closing Date.
Transaction Tax Treatment. (i) For all U.S. federal (and applicable state and local) income Tax purposes, Sellers and Buyers shall (and shall cause their respective Affiliates to) treat (A) each of (I) the CG OpCo Acquisition, (II) the CCI OpCo Acquisition and (III) the IPCo Acquisition as a taxable purchase by the applicable Buyer and taxable sale by the applicable Selling Entity of (x) the assets of CG OpCo and Overseas NewCo, (y) the assets of CCI OpCo, and (z) the assets of CCI IPCo and the Transferred Chaus IPCo Interests (and, in each case of clause (x), (y) and (z), other than with respect to Chaus IPCo, of the assets of any entity treated as disregarded as separate from it for U.S. federal income tax purposes), respectively and (B) the transactions contemplated by the SS IP Asset Purchase Agreement as a taxable purchase by Buyer IPCo and taxable sale by SSGI of assets for U.S. federal income tax purposes (such treatment, the “Acquisition Tax Treatment”).
(ii) HoldCo may, in its sole discretion, make (and/or cause its applicable Affiliates to make) an election under Section 338(g) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding elections under any applicable state or local Tax Law) with respect to the acquisition or deemed acquisition (under the Acquisition Tax Treatment) of any Non-U.S. Subsidiary of CG OpCo, Overseas NewCo or CCI OpCo (each, a “Section 338(g) Election”). Each of HoldCo, the Sellers’ Representative, the Camuto Owners, Overseas and the Sellers shall (and shall cause their Affiliates to) cooperate with respect to the Section 338(g) Election(s) and in the preparation of any forms, attachments, schedules, or filings necessary to effectuate the Section 338(g) Election(s) in a manner consistent with the PRC Acquired Company Value and the Final Allocation. None of the Camuto Owners, Sellers, Overseas or the Sellers’ Representative shall, and each shall cause its respective Affiliates not to, take or agree to take any action that would prevent or impede, or would reasonably be expected to prevent or impede, the making of any Section 338(g) Election. For all U.S. federal (and applicable state and local) income Tax purposes, Sellers, Overseas, Camuto Owners, the Sellers’ Representative and HoldCo shall (and shall cause their respective Affiliates to) treat the acquisition or deemed acquisition (under the Acquisition Tax Treatment) of any Non-U.S. Subsidiary of CG OpCo, Overseas NewCo or CCI OpCo with respect to which a Section 33...
Transaction Tax Treatment. The Parties shall treat, for federal income Tax purposes (and, where applicable, for state, local and foreign income Tax purposes), the Initial Class B Units Sale as a transaction described in Situation 1 of Revenue Ruling 99-5, 1999-1 CB 434, and the Additional Class B Units Sale as a sale of a partnership interest. The Parties shall not take any position inconsistent with such treatment on any Tax Return or in connection with any Tax audit or proceeding except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law). Each Class B Purchaser agrees that it shall make an election pursuant to Section 168(k)(7) of the Code with respect to any property for which it would otherwise be entitled to a deduction under Section 167(a) of the Code for any additional allowance pursuant to Section 168(k)(1) of the Code in connection with the transactions contemplated by this Agreement, and shall not take the position that it is entitled to any such deduction on any income tax return.
Transaction Tax Treatment. (a) Sellers and Purchaser agree to treat the Sale as a sale and purchase of assets for federal and state income tax purposes, resulting in a step-up in the tax basis of all of the assets held by the Acquired Subsidiaries and the Transferred Assets (the “Transaction Tax Treatment”). In furtherance of the foregoing, Sellers, Purchaser and their applicable Affiliates shall jointly make timely and irrevocable elections under Section 338(h)(10) of the Code with respect to each Acquired Subsidiary that is classified as of the Closing as a corporation for U.S. federal (and applicable state and local) income tax purposes, and, if permissible, similar elections under any applicable state or local Tax Law (collectively, the “Section 338(h)(10) Elections”).
Transaction Tax Treatment. The Parties agree that the sale of the Units by Seller to Buyer hereunder shall be treated for United States federal income Tax purposes (and any applicable state and local income Tax purposes to the extent permissible under Applicable Laws) as the sale by Seller of the equity/Units of the Companies to the Buyer in exchange for the Assumed Liabilities of the Companies.
Transaction Tax Treatment. The parties to this Agreement shall treat, for federal income Tax purposes (and, where applicable, for state, local and foreign income Tax purposes), the Class B Units Sale as a transaction described in Situation 1 of Revenue Ruling 99-5, 1999-1 CB 434. The parties to this Agreement shall not take any position inconsistent with such treatment on any Tax Return or in connection with any Tax audit or proceeding except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law).
Transaction Tax Treatment. The parties to this Agreement intend to treat, for U.S. federal income Tax purposes (and, where applicable, for state and local income Tax purposes), the contribution by the Purchaser of the Consideration to the Company in exchange for the Class B Units as a transaction described in Section 721(a) of the Code, and, except as required by applicable Law, shall not take any position inconsistent with such treatment on any Tax Return or in connection with any Tax audit or proceeding.
Transaction Tax Treatment. (a) Purchaser shall, and shall cause each of its Affiliates to, take all actions as may be necessary to ensure that (i) prior to (in respect of Direct Parent and the Purchaser Subsidiary), and for two (2) years following, the Closing, (A) the Purchaser Subsidiary is wholly-owned by a direct or indirect Subsidiary of Purchaser, (B) the Company is wholly-owned by the Purchaser Subsidiary and (C) each of Direct Parent, the Purchaser Subsidiary and the Company is, and remains, an entity taxed as a corporation for U.S. federal, and applicable state and local, income Tax purposes and (ii) there is no distribution or transfer (including by merger or consolidation or via any transaction treated as a distribution or transfer for U.S. federal, or applicable state or local, income Tax purposes) of substantially all of the assets held by either Direct Parent, the Purchaser Subsidiary or the Company, in each case, except to the extent Purchaser obtains an opinion from an Independent Accounting Firm stating such action would not cause the Sale or any component thereof to qualify as tax-free reorganization under Section 368 of the Code.
(b) Purchaser (i) represents and warrants that it has no current plan or intent to liquidate, wind-up or dissolve (including by virtue of any action that would be treated as a liquidation for U.S. federal, or applicable state or local, income Tax purposes), or to distribute or transfer (including by merger, consolidation or via any transaction treated as a distribution or transfer for U.S. federal, or applicable state or local, income Tax purposes) substantially all of the assets held by either Direct Parent, the Purchaser Subsidiary or the Company, and (ii) agrees to use its best efforts to not take any action that would reasonably be expected to cause the Sale or any component thereof to qualify as tax-free reorganization under Section 368 of the Code.
(c) Each of Purchaser and Seller agrees and intends that Purchaser Subsidiary’s acquisition of the Shares shall be treated as a taxable transaction for U.S. federal, and all applicable state and local, income Tax purposes (the “Intended Tax Treatment”), and each of Purchaser and Seller shall, and each shall cause its respective Affiliates to, file all of its applicable Tax Returns in a manner consistent with the Intended Tax Treatment, except as otherwise required by a final “determination,” within the meaning of Section 1313(a) of the Code.
Transaction Tax Treatment. Until the earlier of (i) the Closing and (ii) the date of termination of this Agreement pursuant to Section 10.1, the Cosmo Parties shall not, and shall not authorize or permit any of their respective Subsidiaries or any of their Subsidiaries’ respective Representatives or Affiliates to, directly or indirectly, engage in any action (including the sale, assignment, transfer, abandonment, conveyance or other disposition of any of the shares in Cosmo held by Cosmo Holding that increases the risk in any material respect that Tech would be treated as a U.S. domestic corporation for U.S. federal tax purposes immediately after the Effective Time (it being agreed that no action taken (1) pursuant to and in compliance with the terms of (A) Section 5.3, or (B) the Reorganization as set forth in Schedule A, or (2) at the request of Salix, shall constitute a breach of this Section 5.12).
