U.S. Federal Income Tax Matters. (i) The TopCo Shareholder Representative shall be the “partnership representative” of the Partnership for purposes of Code Section 6223 and any corresponding provision of applicable federal, state, local and/or foreign Law (the “Partnership Representative”), and on behalf of the Partnership, the General Partner (or its designee) shall be permitted to appoint any “designated individual” permitted under U.S. Treasury Regulations Sections 301.6223-1 and 301.6223-2 or any successor regulations or similar provisions of tax Law, and unless the context otherwise requires, any reference to the Partnership Representative in this Agreement includes any “designated individual.” The Partnership Representative shall be entitled to be reimbursed by the Partnership for all out-of-pocket costs and expenses incurred as a result of acting as the Partnership Representative in connection with any proceeding involving the Partnership and to be indemnified by the Partnership (solely out of Partnership assets) with respect to any action brought against it as a result of acting as Partnership Representative in connection with the resolution or settlement of any such proceeding. Each Partner hereby agrees (i) to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” and (ii) to cooperate to provide any information or take such actions as may be reasonably requested by the Partnership Representative in order to determine whether any Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) or any corresponding provision of applicable federal, state, local and/or foreign Law and/or to allow the Partnership to make any such modification. The provisions of this Section 9.3 and a Partner’s obligation to comply with this Section 9.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest.
U.S. Federal Income Tax Matters. The Issuer intends to be treated as a grantor trust with pass-through treatment for U.S. Federal income tax purposes. The Owner Trustee shall have no responsibility or duties with respect to tax filings or other tax-related matters, all of which will be handled by the Administrator.
U.S. Federal Income Tax Matters. The exchange of Avion Shares for Exchangeable Shares or New Avion Shares and the exchange of New Avion Shares for Endeavour Shares pursuant to the Plan of Arrangement is intended to qualify as one or more reorganizations within the meaning of Section 368(a) of the U.S. Tax Code and this Agreement, together with the Plan of Arrangement, is intended to be a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. The Parties acknowledge that the exchange of Avion Shares for Exchangeable Shares or New Avion Shares and the exchange of New Avion Shares for Endeavour Shares pursuant to Section 3.1 of the Plan of Arrangement are interdependent steps in a single transaction, to which the Parties hereto are legally committed as provided herein, and which the Parties intend to treat as a single integrated transaction. Each Party agrees to: treat: (1) the Exchangeable Shares as voting shares of Endeavour for all U.S. federal income tax purposes; and (2) such exchanges as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all purposes to which such treatment is pertinent, including without limitation for the purpose of reporting on any U.S. tax return that such Party may be required to file. Each Party hereto agrees to act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States federal income tax purposes. Notwithstanding the foregoing, Endeavour and Avion make no representation, warranty or covenant to any other Party or to any Avion Shareholder, other holder of Avion Securities or holder Endeavour Shares or securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.
U.S. Federal Income Tax Matters. The exchange of Common Shares for Exchangeable Shares ("Share Exchange") pursuant to this Agreement is intended to qualify as a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code and this Agreement is intended to be a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. Unless otherwise required by applicable Laws, each Party agrees to treat: (1) the Exchangeable Shares as voting shares of the Parent for all U.S. federal income tax purposes; and (2) such Share Exchange as a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all purposes to which such treatment is pertinent, including without limitation for the purpose of reporting on any U.S. Return that such Party may be required to file. Each Party hereto agrees to act in a manner that is consistent with the Parties’ intention that the Share Exchange be treated as a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States federal income tax purposes. In the event the Share Exchange does not qualify as a tax-deferred reorganization under Section 368(a) of the U.S. Tax Code, the Parties intend to treat the Share Exchange as a single integrated transaction which qualifies as a tax-deferred transaction under Section 351 of the U.S. Tax Code. Notwithstanding the foregoing, the Parent, Callco, the Exchangeco and the Company make no representation, warranty or covenant to any other Party or to any Shareholder, other holder of the Company securities or holder of Parent Shares or securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the transactions contemplated by this Agreement, WSLegal\073132\00009\12677454v12 including, but not limited to, whether the Share Exchange will qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.
U.S. Federal Income Tax Matters. (a) For U.S. federal income tax purposes, the Parties intend that, pursuant to Section 108(e)(8) of the Code, the Company be treated as having satisfied the Shinyoung Indebtedness contributed to the Company pursuant to the Contribution for an amount of cash equal to the fair market value of the Company Units issued to Shinyoung pursuant to the Contribution and Exchange; provided, however, if it is determined that the fair market value of the Company Units issued to Shinyoung pursuant to the Contribution and Exchange is not at least equal to the principal amount owed by the Company pursuant to the Shinyoung Indebtedness contributed in exchange therefor, such deficit shall be treated as contributed by Xxxxxxxxx to the capital of the Company pursuant to Section 108(e)(6) of the Code.
