Treatment of Merger. The Merger shall constitute the initial Business Combination for all purposes of this Agreement. From and after completion of the Merger, all references to the Company shall be deemed to be references to the Surviving Corporation, all references to Ordinary Shares shall be deemed to be references to shares of Class A Common Stock, and all references to the amended and restated memorandum and articles of association of the Company shall be deemed to be references to the certificate of incorporation and bylaws of the Surviving Corporation.
Treatment of Merger. The parties to the Partnership Merger intend that, for United States federal income tax purposes and, where applicable, state or local income tax purposes, the Partnership Merger shall be treated as a transfer by REIT I Operating Partnership of all of its assets and liabilities to the Partnership in exchange for Partnership Units followed by the distribution of such units to the REIT I Operating Partnerships’ partners in a complete liquidation of REIT I Operating Partnership, the exchange and distribution being respectively described in Section 721 of the Code and Section 731 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all parties to the Partnership Merger shall file all United States federal, state and local tax returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 4.10, and no party to the Partnership Merger shall take a position inconsistent with such treatment.
Treatment of Merger. The parties agree that for federal and state income tax purposes the parties shall treat the Merger as a cash merger in which the Partnership is acquiring the CHI Maine Assets from CHI Maine to the extent of the Cash Consideration, as the same may be adjusted pursuant to the terms hereof.
Treatment of Merger. It is intended that, for United States federal income tax purposes and, where applicable, state or local income tax purposes, the Partnership Merger shall be treated as a transfer by CCOP, CMRI OP and CMRII OP of all of their assets and liabilities to the Partnership in exchange for partnership interests in the Partnership followed by the distribution of such interests to their partners in a complete liquidation of CCOP, CMRI OP and CMRII OP, the exchange and distribution being respectively described in Section 721 of the Code and Section 731 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local law), all Partners shall file all United States federal, state and local tax returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 4.14, and no Partner shall take a position inconsistent with such treatment. At the time of the Partnership Merger, all of the Partnership Interests shall be booked-up to the amounts set forth on Exhibit A.
Treatment of Merger. It is intended that, for United States federal income tax purposes and, where applicable, state or local income tax purposes, the Partnership Merger shall be treated as a transfer by CCOP of all of its assets and liabilities to the Partnership in exchange for partnership interests in the Partnership followed by the distribution of such interests to its partners in a complete liquidation of CCOP, the exchange and distribution being respectively described in Section 721 of the Code and Section 731 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local law), all Partners shall file all United States federal, state and local tax returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 4.14, and no Partner shall take a position inconsistent with such treatment. At the time of the Partnership Merger, all of the Partnership Interests shall be booked-up to the amounts set forth on Exhibit A.
Treatment of Merger. The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and this Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 (the “Merger Position”). The parties agree: (i) they shall file (or shall cause to be filed) all Tax Returns and forms consistent with the Merger Position; (ii) in the event that any Governmental Authority disputes the Merger Position, Members or Buyer, as the case may be, shall promptly notify the other party of the nature of such dispute, and shall cooperate in good faith to preserve the effectiveness of the Merger Position, to the extent consistent with the law and final decisions of such Governmental Authority (provided, however, that nothing herein shall require a party to contest the decision of a Governmental Authority in court proceedings or to appeal a court ruling to a court of higher instance); (iii) any subsequent adjustments to the Closing Cash Amount allocable to the purchase of the Cascade Interests shall be treated in a manner consistent with the Allocation (and the parties shall notify each other and cooperate in reflecting such adjustment); and (iv) Buyer, Xxxxxxxx and Members and their respective representatives and Affiliates shall cooperate with each other in preparing any Tax filings or other forms required to be filed in connection with the transactions hereunder. Notwithstanding the foregoing, Buyer makes no representations or warranties to Xxxxxxxx or to any Member regarding the Tax treatment of the Merger. Xxxxxxxx and each Member acknowledges that Xxxxxxxx and the Members are relying solely on their own Tax advisors in connection with Merger and waive, release, hold harmless and indemnify Buyer, severally based on their respective Pro Rata Portion, from any Taxes or Losses incurred by or imposed upon Xxxxxxxx and/or any Member arising from or relating to the Merger Position. Xxxxxxxx and the Members shall indemnify Buyer for any professional fees reasonably incurred by Buyer in the event that any Governmental Authority disputes the Merger Position in an aggregate amount of up to $150,000.
