TREATMENT AS CONTRIBUTION. The transfer, assignment and exchange of interests effectuated with respect to the Operating Partnership, pursuant to this Contribution Agreement, shall constitute a "Capital Contribution" pursuant to Article IV of the OP Agreement and is intended to be governed by Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code").
TREATMENT AS CONTRIBUTION. (a) Any transfer, assignment and exchange by the Contributor effectuated pursuant to this Agreement shall constitute a “Capital Contribution” by the Contributor to the Operating Partnership as defined in Article I of the Operating Partnership Agreement (as defined) and is intended to be governed by Section 721(a) of the Code.
TREATMENT AS CONTRIBUTION. The transfer, assignment and exchange effectuated pursuant to this Agreement shall constitute a "Capital Contribution" to the Operating Partnership pursuant to Article 4 of the OP Agreement and is intended to be governed by Section 721(a) of the Code, and each Contributor (including any transferor in connection with a Direct Contribution, if any, as provided hereunder) hereby consents to such treatment.
TREATMENT AS CONTRIBUTION. The transfer, conveyance and assignment of the Contributed Property subject to the Construction Loan shall constitute a capital contribution to Transferee.
TREATMENT AS CONTRIBUTION. (a) Each transfer, assignment and exchange by Sub 2, SCGP or the REIT effectuated pursuant to this Agreement shall constitute a “Capital Contribution” by such entity to the Operating Partnership as defined in Article I of the A&R OP Agreement. The transfer, assignment and exchange by SCLP effectuated pursuant to this Agreement shall not constitute a Capital Contribution pursuant to the A&R OP Agreement but shall be treated as a sale. Each transfer, assignment and exchange by Sub 2 and SCGP is intended to be governed by Section 721(a) of the Code. Each transfer, assignment and exchange by SCLP and Sub 1 is intended to be governed by Section 1001 of the Code.
TREATMENT AS CONTRIBUTION. (a) Each transfer, assignment and exchange by any Contributor effectuated pursuant to this Agreement shall constitute a “Capital Contribution” by such Contributor to the Operating Partnership as defined in Article I of the A&R OP Agreement and is intended to be governed by Section 721(a) of the Code, with the exception of the transfer, assignment and exchange of the Minority Partner Interest by Amberglen, which shall not constitute a Capital Contribution pursuant to the A&R OP Agreement but shall be treated as a sale and governed by Section 1001 of the Code.
TREATMENT AS CONTRIBUTION. The conveyance to Transferee set forth in this Agreement shall constitute a "Capital Contribution" pursuant to Article III of the Operating Agreement of NewCornCo LLC and is intended to be governed by Section 721(a) of the Internal Revenue Code of 1986, as amended.
TREATMENT AS CONTRIBUTION. The transfer, assignment and exchange effectuated pursuant to this Agreement shall constitute a “capital contribution” to the Operating Partnership and is intended to be governed by Section 721(a) of the Code, and the Contributor hereby consents to such treatment. 2.10Allocation of Total Consideration. The Total Consideration shall be allocated as set forth in Schedule 2.10. The Operating Partnership and the Contributor agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their affiliates that they control to take no position inconsistent with the allocation for income tax purposes. 2.11
TREATMENT AS CONTRIBUTION. It is the intent of the Buyer, Excel LP and Seller that a portion of the transfer, assignment and conveyance of the Property described in this Agreement (to the extent of the Partnership Unit Consideration) shall be deemed a contribution, transfer, assignment and conveyance of the Property to Buyer and is intended to be governed by Section 721(a) of the Code, and that such contribution, transfer, assignment and conveyance shall not (to the extent of the Partnership Unit Consideration) be treated as a sale, or a disguised sale, under Section 707(a)(2)(B) of the Code by either Party. Seller, Buyer and Excel Trust agree to file income tax returns treating such portion of the transaction as a non-taxable contribution under Section 721(a) of the Code. Notwithstanding the foregoing, neither Buyer nor Excel LP make any representations or warranties to the Seller with respect to the tax treatment described in this Section 2.6. Furthermore, Seller and Buyer acknowledge and agree that they will consult with their own independent tax advisors with respect to the tax consequences of the transaction contemplated in this Agreement.
TREATMENT AS CONTRIBUTION. Section 2.6 of the Purchase Agreement is hereby deleted in its entirety.
