Treatment of Transactions. The parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinion, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination. Except in the case of a WRECO Separate Return, a Transfer Tax Return and a Tax Return of the RMT Group, Weyerhaeuser shall determine the Tax reporting of any issue relating to the Transactions that is not covered by the Tax Opinion.
Treatment of Transactions. Each of the undersigned elects that the consummation of the transactions contemplated by the Merger and Contribution Agreement and the other agreements contemplated by the Merger and Contribution Agreement, including but not limited to the Liquidation Agreement, will not be deemed a liquidation for purposes of Sections 3.1 and 3.2 of the Statement with Respect to Shares filed by Zynaxis in the Department of State of the Commonwealth of Pennsylvania on April 6, 1995.
Treatment of Transactions. The Transferor will maintain its records and books of account in a manner that clearly reflects the true contribution of all Transferred Receivables conveyed to Transferee hereunder. So long as any Transferred Receivable remains outstanding, all of the published financial statements of Transferor will contain a footnote (i) disclosing the transactions contemplated hereunder which unambiguously describes the contribution of Transferred Receivables to the capital of the Borrower as an absolute transfer and the interest of Transferee and the Agent in the Transferred Receivables, and (ii) expressly stating that the Transferred Receivables are unavailable for creditors of the Transferor.
Treatment of Transactions. 16 4. Preparation and Delivery of Disclosure Schedule.........................................................16
Treatment of Transactions. The transactions contemplated by this Agreement shall be treated for Tax purposes as an acquisition by Team of stock, and shall not be treated for Tax purposes as an asset acquisition. Team shall take no position or action other than in accordance with such treatment.
Treatment of Transactions. The parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinion, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination. Subject to Section 3.01(b), and except in the case of a Folgers Separate Return for a Straddle Period, P&G shall determine the Tax reporting of any issue relating to the Transactions that is not covered by the Tax Opinion.
Treatment of Transactions. 12 SECTION 2.07.
Treatment of Transactions. For all purposes under the Code and the Regulations, for purposes of maintaining the capital accounts under Article 4 of the LLC Agreement and for purposes of calculating financial results of the Company and its Subsidiaries, the Separately Held Assets, the Shell Plantation Interest, the Texaco Colonial Interest and all other assets with respect to which Economic Benefits and Detriments were transferred in accordance with this Agreement shall be deemed to be contributed to the Company as of the Effective Time. After the Effective Time, all items of income, gain, loss or deduction relating to such assets shall be deemed to be items derived or incurred by the Company. No adjustments to capital accounts shall be made with respect to any payments made pursuant to Section 4.01(c) or 4.01(d), as the case may be.
Treatment of Transactions. The parties acknowledge and agree (i) to treat the transactions contemplated by this Agreement for federal income tax purposes as a contribution to capital, in accordance with its form, and (ii) that none of Partner Corp., General Partner, and Management LLC is selling any portion of its partnership interest in the Partnership to Strategic, and, accordingly, the parties shall not treat the transactions contemplated by this Agreement as a sale of interest for any purpose.
Treatment of Transactions. Each of the parties hereto:
(a) agrees and confirms that as at the Effective Date, no adjustment of the Warrants has been made in respect of the 2020 Adjustment Events;
(b) agrees that, in full and final settlement of any adjustments that might have been required pursuant to the 2020 Adjustment Events under the terms of the Warrant Instruments prior to their amendment by the terms of this Deed and in consideration for the further changes to the Warrant Instruments as set out herein, the Company shall issue to each of SVB and Kreos 621,954 further Warrants (such Warrants constituting an adjustment for the purposes of the Warrant Instruments, and to be apportioned between the 2017 Warrant Instrument and 2018 Warrant Instrument in the amounts of 469,575 and 152,379 Warrants respectively), which shall have a subscription price attached thereto of USD 0.4144 per Warrant Share (such price being the volume weighted average price of one (1) Ordinary Share during the ten (10) consecutive trading day period immediately preceding the Effective Date converted into USD at an exchange rate of 1 GBP = 1.3226 USD (being the GBP-USD opening exchange rate published in the Wall Street Journal on the business day (being a day on which banks are open for commercial business in New York) immediately preceding the Effective Date); and
(c) agrees that from the Effective Date, each of the Warrant Instruments shall be amended in the manner provided in clause 3 of this Deed, including, for the avoidance of doubt:
(i) so as to restrict the Company’s obligation to adjust the Warrants issued thereunder to such events as set out in the revised definition of “Adjustment” in the forms of amended 2017 Warrant Instrument and 2018 Warrant instrument appended to this Deed; and
(ii) so as to amend the Subscription Price for all Warrants issued pursuant to the 2017 Warrant Instrument or 2018 Warrant Instrument prior to the Effective Date to GBP 2.95 (such amount representing the weighted average exercise price of the warrants issued thereunder on 21 August 2017, 29 December 2017 and 1 October 2018) as set out in the revised definition of “Subscription Price” in the forms of amended 2017 Warrant Instrument and 2018 Warrant instrument appended to this Deed.
