Treatment of Purchase. For accounting purposes, the Seller shall treat the Purchase and each Reinvestment made hereunder as a sale of an undivided participation interest in the Purchased Receivables. The Seller shall also maintain its records and books of account in a manner which clearly reflects the sale of the Participation Interest to the Buyer and the Buyer's Investment therein.
Treatment of Purchase. For accounting purposes, the Originator shall treat each Purchase as a sale of the Purchased Assets sold on the related Purchase Date. The Originator shall also maintain its records and books of account in a manner which clearly reflects each such sale of the Purchased Assets to the Buyer and the Purchase Price paid therefor.
Treatment of Purchase. For accounting purposes, Seller shall --------------------- treat the assignment of the Receivables (other than Contributed Receivables) made hereunder as a sale of the Receivables. Seller shall also maintain its Records and books of account in a manner which clearly reflects the sale of the Receivables to Buyer and its Ownership Interest therein. Further, Seller shall prepare its financial statements in accordance with GAAP, and any financial statements that are made publicly available and which are consolidated to include Buyer will contain footnotes stating that Seller has sold or contributed its Receivables to Buyer and that the assets of Buyer will not be available to Seller and its other subsidiaries unless Buyer's liabilities have been paid in full.
Treatment of Purchase. Solely for U.S. federal and state income tax purposes, the Parties agree to treat the acquisition by Purchaser of the Purchased Equity Interests as a purchase by Purchaser of all of the Company’s assets and no Party shall take any position inconsistent with such treatment. Accordingly, Purchaser and Sellers agree to take all actions and to execute, deliver and file all such documents and instruments, that are reasonably necessary to effectuate an election under Section 338(h)(10) of the Code (the “338 Election”) to treat the purchase of the Purchased Equity Interests as an asset purchase for federal and state income tax purposes, including but not limited to the completion, execution and timely filing of IRS Form 8023. Purchaser and the Sellers shall report and file Tax Returns (including, but not limited to, IRS Form 8023) in all respects and for all purposes consistent with such election, and the Purchaser nor Sellers shall take any position that is inconsistent with such election unless required to do so by law.
Treatment of Purchase. For U.S. federal income Tax purposes (and applicable state and local income Tax purposes), the parties hereto agree to treat the purchase of the Membership Interests by Buyer and the sale of the Membership Interests by Seller as a purchase by Buyer of all of the Company’s assets from Seller.
Treatment of Purchase. For U.S. federal income tax purposes, the parties agree to treat the purchase of the Interests by Lufkin as a purchase by Lufkin of all of the Company’s assets, as provided in Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2).
Treatment of Purchase. For federal income tax purposes, Seller and Purchasers shall treat the purchase of 100% of the membership interests in LLC-I and LLC-II as the purchase of the assets of LLC-I and LLC-II pursuant to Revenue Ruling 99-5.
Treatment of Purchase. For accounting purposes, Seller shall treat the conveyance of the Initially-Sold Percentage Ownership Interest and of all Subsequently Transferred Receivables made under this Agreement and the Seller Assignment Certificate as a sale thereof. Seller shall also maintain its Records and books of account in a manner which clearly reflects the contribution or sale, as the case may be, of all Transferred Receivables to Buyer and Buyer's Ownership Interest therein. Further, Seller shall prepare its annual and quarterly financial statements in accordance with GAAP (subject, in the case of quarterly financial statements, to year-end audit adjustment and the absence of notes other than as provided in the next sentence). Any annual, quarterly and other financial statement of Seller that is made publicly available and which is consolidated to include Buyer will contain footnotes stating that (i) Buyer is a separate entity, (ii) Seller has sold or contributed the Transferred Receivables to Buyer and (iii) the assets of Buyer will not be available to Seller or (to the extent applicable) Seller's other subsidiaries, to satisfy their liabilities to their respective creditors, unless Buyer's liabilities to Buyer's own creditors have been paid in full.
Treatment of Purchase. For federal income tax purposes, the parties agree that Purchaser shall treat the purchase of the Equity Interests as the purchase of the Assets of the Purchased Entities in accordance with Revenue Ruling 99-6 and other applicable authority, provided, however, that the Partnership Entities and Ice Ventures LLC remain in existence for non-income tax purposes.
Treatment of Purchase. For U.S. federal income tax purposes, the Parties agree to treat the purchase of the Membership Interests by Purchaser as a purchase by Purchaser of all of the Company’s assets, as provided in Revenue Ruling 99-6, 1999-1 C.B. 432 Situation #2. Sellers have been given the opportunity to consult with their own Tax advisors with respect to the Tax consequences of the Contemplated Transactions.
