Common use of U.S. Tax Treatment Clause in Contracts

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) that PubCo will be treated as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (c) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 of the Code; and (d) this Agreement to be, and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each party hereto agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the parties determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary to the Arrangement.

U.S. Tax Treatment. The parties hereto intendFor U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that follows the US. federal income tax treatment of the Merger), and each of the Exchange Agreements shall provide, Parties intends that (a) the Merger will constitute a transaction that PubCo will be treated qualifies as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code to which each of Parent and the Treasury Regulations thereunder; (cCompany is a party under Section 368(b) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(bCode, and (b) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Capital Stock (including Company Capital Stock received in respect of Company Warrants and Company Convertible Notes by operation of Sections 3.2(b) and 3.2(c)) (i) are eligible for nonrecognition treatment under Section 354 of the Consideration Spreadsheet Code in connection with the reorganization described in clause (a) (and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, will not be treated as single integrated transaction qualifying as a reorganization “other property” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder; (d) that the Verano Merger, and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 356 of the Code; ) and (dii) shall be treated as received by the Company Stockholders on the Closing Date for Tax purposes (and no interest shall be imputed on any such Earnout Shares released to the Company Stockholders pursuant to the Earnout Escrow Agreement), and (c) the Earnout Shares placed in escrow pursuant to Earnout Escrow Agreement in respect of Company Options shall not be treated as received by the holders of Company Options for Tax purposes unless and until such Earnout Shares are released to the holders of Company Options pursuant to the Earnout Escrow Agreement (such treatment in clauses (a), (b) and (c), the “Intended Tax Treatment”). The parties to this Agreement to be, and hereby (i) adopt this Agreement is adopted as, insofar as it relates to the Merger as a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” within the meaning of Treasury Regulation Section 1313 of the Code that 1.368-2(g), (ii) agree to file and retain such treatment is not correct. Each party hereto agrees information as shall be required under Treasury Regulation Section 1.368-3, and (iii) agree to act in file all Tax and other informational returns on a manner that is basis consistent with the Intended U.S. Tax Treatment. In Notwithstanding the event foregoing or anything else to the contrary contained in this Agreement, the parties determine that acknowledge and agree that, other than the foregoing transactions may not qualify representations and warranties provided in this Agreement (including Section 8.6), no party is making any representation or warranty as to the qualification of the Merger for the Intended U.S. Tax Treatment, . Each of the parties hereto will cooperate in restructuring acknowledges and agrees that each such transactions party (A) has had the opportunity to obtain independent legal and tax advice with respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary and (B) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger is determined not to qualify for the ArrangementIntended Tax Treatment.

U.S. Tax Treatment. The parties hereto intendFor U.S. federal income tax purposes, it is intended that: (i) the amalgamation of Newco, Stately and TPCO resulting in the Exchange Agreements formation of Amalco shall providequalify as a tax-deferred reorganization under Section 368(a)(1)(A) of the U.S. Tax Code (the "TPCO Reorganization"); (ii) upon completion of the foregoing steps, (a) that PubCo will Amalco shall be treated as a U.S. domestic corporation under Section 7874 7874(b) of the U.S. Tax Code; (biii) that the Verano Merger will qualify as Continuance shall constitute a reorganization within the meaning of Section 368(a368(a)(1)(F) of the Code and the Treasury Regulations thereunderU.S. Tax Code; (civ) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, be treated as single integrated transaction qualifying GF Investco Reorganization shall qualify as a tax-deferred reorganization within the meaning of Section 368(a368(a)(1)(A) of the U.S. Tax Code and by reason of Section 368(a)(2)(E) of the Treasury Regulations thereunderU.S. Tax Code; (dv) that the Verano Merger, and the Company Mergers, and, the POR Holdings GF Investco2 Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying shall qualify as a tax-deferred transaction under Section 351 of the Code; and (d) this Agreement to be, and this Agreement is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not to take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a “determination” reorganization within the meaning of Section 1313 368(a)(1)(A) of the U.S. Tax Code that such treatment is not correct. Each party hereto agrees by reason of Section 368(a)(2)(E) of the U.S. Tax Code; (vi) with respect to act the Gold Flora Members, the Merger shall constitute a contribution of Gold Flora Membership Units in exchange for the Gold Flora Consideration and shall, collectively with the TPCO Reorganization, the Continuance, the GF Investco Reorganization and the GF Investco2 Reorganization, constitute interdependent steps in a manner that is consistent with single transaction which shall qualify as a tax-deferred contribution as described in Section 351 of the Intended U.S. Tax TreatmentCode. In From and after the event date of the parties determine that Business Combination Agreement and until the foregoing transactions may not qualify for completion of the Intended U.S. Tax Treatmenttransaction, the parties hereto will cooperate in restructuring such transactions each party thereto has agreed to the extent reasonably possible, use its reasonable best efforts to cause such the transactions contemplated by the Business Combination Agreement to so qualify. Notwithstanding , and not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act would reasonably be expected to prevent the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this the Business Combination Agreement or ancillary to the Arrangementfrom so qualifying.

U.S. Tax Treatment. The parties hereto intend, and the Exchange Agreements shall provide, (a) For U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that PubCo follows US. federal income Tax Law), each of the parties intends that (a) the Domestication qualifies for the Domestication Intended Tax Treatment, (b) the Merger qualifies for the Merger Intended Tax Treatment, and (c) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Common Stock (i) are eligible for nonrecognition treatment under Section 354 of the Code in connection with the reorganization described in clause (b) (and will not be treated as a U.S. domestic corporation under Section 7874 of the Code; (b) that the Verano Merger will qualify as a reorganization “other property” within the meaning of Section 368(a) 356 of the Code and the Treasury Regulations thereunder; (c) that the transfer by POR Holdings of its Member Interests of POR to PubCo in exchange for its portion of the Merger Consideration as set forth on Schedule 2.01(bCode) and the Consideration Spreadsheet and the liquidation of POR Holdings thereafter (together, the “POR Holdings Reorganization”), if effected, ii) shall be treated as single integrated transaction qualifying as a reorganization within received by the meaning of Section 368(a) of applicable Company Earnout Holders on the Code Closing Date for Tax purposes (and no interest shall be imputed on any such Earnout Shares released to such Company Earnout Holders pursuant to the Treasury Regulations thereunder; (d) that the Verano MergerEarnout Escrow Agreement), and the Company Mergers, and, the POR Holdings Reorganization and any other Exchanges, each if effected, will be part of a series of transactions constituting a single integrated transaction qualifying as a tax-deferred transaction under Section 351 of the Code; and (d) the Earnout Shares placed in escrow pursuant to the Earnout Escrow Agreement in respect of Company Options or Company SARs shall not be treated as received by the holders of Company Options for Tax purposes unless and until such Earnout Shares are released to the holders of Company Options pursuant to the Earnout Escrow Agreement. The parties to this Agreement hereby (i) adopt this Agreement insofar as it relates to bethe Domestication and the Merger as a Plan of Reorganization, (ii) agree to file and retain such information as shall be required under Treasury Regulations Section 1.368-3, and this Agreement is adopted as, (iii) agree to file all Tax Returns on a “plan of reorganization” under Section 368 of basis consistent with the Code Intended Tax Treatment and the Treasury Regulations thereunder (collectively, the “Intended U.S. Tax Treatment”). Each party hereto agrees not otherwise to take any position on any Tax Return or otherwise take any Tax reporting position action inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.15, unless otherwise required by a Authority as a result of a “determination” within the meaning of Section 1313 1313(a) of the Code that (or any similar provision of applicable state, local or non-U.S. Tax Law). None of the parties knows of any fact or circumstance (without conducting independent inquiry or diligence of the other relevant party), or has knowingly taken or will knowingly take any action (or knowingly fail to take any action), if such treatment is not correct. Each party hereto agrees fact, circumstance or action (or failure to act in a manner that is consistent with act) would be reasonably expected to prevent or impede the Domestication Intended U.S. Tax Treatment or the Merger Intended Tax Treatment, and each of the parties shall use its reasonable best efforts to cause the Domestication to qualify for the Domestication Intended Tax Treatment and the Merger to qualify for the Merger Intended Tax Treatment. In the event Each of the parties determine acknowledges and agrees that each has had the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in restructuring such transactions opportunity to obtain independent legal and tax advice with respect to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the foregoing, the parties hereto do not make any representation, warranty or covenant to the any other party hereto or to their equityholders (and, including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this Agreement or ancillary to the ArrangementAgreement.