Tax Treatment; Reporting. Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.
Tax Treatment; Reporting. Landlord and Tenant each acknowledges that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Premises and Tenant as the lessee of such Premises including: (a) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Premises; (b) Tenant reporting its Rent payments as rent expense under Section 162 of the Code; and (c) Landlord reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Lease shall be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state law purposes and for federal income tax purposes.
Tax Treatment; Reporting. Sublessor and Sublessee each acknowledges that each shall treat this transaction as a true Sublease for state law purposes and shall report this transaction as a Sublease for Federal income tax purposes. For Federal income tax purposes each shall report this Sublease as a true Sublease with Sublessor as the owner of the Premises and Sublessee as the lessee of such Premises including: (a) treating Sublessor as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Premises, (b) Sublessee reporting its Rent payments as rent expense under Section 162 of the Code, and (c) Sublessor reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Sublease shall be deemed to constitute a guaranty, warranty or representation by either Sublessor or Sublessee as to the actual treatment of this transaction for state law purposes and for federal income tax purposes.
Tax Treatment; Reporting. Sublessor and Sublessee each acknowledges that each shall treat this transaction as a true Sublease for state law purposes and shall report this transaction as a Sublease for Federal income tax purposes. For Federal income tax purposes each shall report this Sublease as a true Sublease with Sublessor as the sublessor of the Premises and Sublessee as the sublessee of such Premises including: (a) Sublessee reporting its Rent payments as rent expense under Section 162 of the Code, and (b) Sublessor reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Sublease shall be deemed to constitute a guaranty, warranty or representation by either Sublessor or Sublessee as to the actual treatment of this transaction for state law purposes and for federal income tax purposes.
Tax Treatment; Reporting. Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes. For federal income tax purposes each party shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Tenant as the lessee of such Leased Premises including: (i) treating Landlord as the owner of the Improvements and Equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Improvements and Equipment, (ii) Tenant reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Landlord reporting the Rent payments as rental income. Notwithstanding the foregoing, nothing contained herein shall (a) require Landlord or Tenant to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state or federal tax purposes of for purposes of accounting or financial reporting, including but not limited to the determination as to whether this lease shall qualify for sale-leaseback accounting treatment or whether this lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.
Tax Treatment; Reporting. Landlord and Tenant each acknowledge that it is the intent of each party to treat this transaction as a true lease for state law purposes and, accordingly, each party shall report this transaction as a Lease for Federal income tax purposes. For federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including without limitation: (i) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (ii) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (iii) Landlord reporting the Rent payments as rental income. For the avoidance of doubt, nothing in this Lease shall be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state law purposes and for federal law purposes.
Tax Treatment; Reporting. (a) Sunoco, TCG and NewCo intend that the Sunoco Contribution made by each Contributing Subsidiary in exchange for the consideration delivered pursuant to Section 2.3 and the other consideration deliverable by NewCo to the Contributing Subsidiaries under this Agreement shall be treated for U.S. federal, and applicable state and local, income tax purposes (i) in the case of any Contributing Subsidiary that receives only (A) Common Units, (B) money or other consideration as a reimbursement for, and does not exceed the amount of, capital expenditures described in Treasury Regulation Section 1.707-4(d) or (C) the assumption by the Company of qualified liabilities as described in Treasury Regulation Section 1.707-5 (collectively the “721 Consideration”) as an exchange described in Section 721(a) of the Code and (b) in the case of any Contributing Subsidiary that receives money or other consideration other than 721 Consideration, (x) in part as an exchange described in Section 721(a) of the Code and (y) in part, as applicable, as a disguised sale transaction described in Section 707(a)(2)(B) of the Code (a “Disguised Sale”).
Tax Treatment; Reporting. The Custodian/Escrow Account shall be structured and operated at all times in a manner such that it qualifies as a “qualified settlement fund” within the meaning of Treasury Regulation §1.468B-1. The Special Master, Tyco, and any other relevant parties shall cooperate to timely make such elections as necessary or advisable to fulfill the requirements of such Treasury Regulation, including making any “relation-back election” under Treasury Regulation § 1.468B-1(j)(2) required to treat the Custodian/Escrow Account as a qualified settlement fund from the earliest permitted date. For purposes of §468B of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, the “administrator” of the qualified settlement fund shall be the Special Master. The Special Master shall timely and properly prepare, deliver to all necessary parties for signature, and file all necessary documentation for any elections required under Treas. Reg. §1.468B-1. The Special Master shall timely and properly prepare and file or cause to be prepared and filed any information and other tax returns necessary or advisable with respect to the Custodian/Escrow Account and the distributions and payments therefrom including without limitation the returns described in Treas. Reg. §1.468B- 2(k), and to the extent applicable Treas. Reg. §1.468B-2(1), and as further provided in the Settlement Agreement. The “taxable year” of the Custodian/Escrow Account shall be the “calendar year” as such terms are defined in Section 441 of the Code. The Custodian/Escrow Account shall use the accrual method of accounting as defined in Section 446(c) of the Code.
Tax Treatment; Reporting. (a) Notwithstanding any other provision of this Lease, the parties hereto hereby agree that it is the intent of the parties to create, and this Lease shall be treated as, a financing Lease in accordance with the terms of this Paragraph 33 from the Commencement Date up to the Option Lapse Date and thereafter as a true lease in accordance with the terms of this Paragraph 33. Landlord and Tenant acknowledge and agree that commencing as of the Commencement Date of this Lease and continuing until the Option Lapse Date each of Landlord and Tenant shall treat the transactions pursuant to the PSA, together with the transactions pursuant to this Lease and the Security Documents, for all accounting and federal, state and local tax purposes (including, without limitation, income taxes) as a loan by Landlord to Tenant in the amount of the Acquisition Cost, and not as a sale and leaseback of the Leased Premises. Consistent with the immediately preceding sentence, Landlord and Tenant acknowledge and agree that for all accounting and federal, state and local tax purposes (a) Tenant shall be treated as the beneficial owner of the Leased Premises and the Equipment (subject to Landlord’s secured interest therein), and eligible to claim depreciation and amortization deductions with respect to the Leased Premises under Section 167 or 168 of the Internal Revenue Code of 1986, as amended (the “Code”); (b) the Basic Rent and any Supplemental Rent shall be treated as interest expense of Tenant and interest income of Landlord, (c) Landlord and Tenant shall treat the Option Price, if paid, as (i) a repayment of loan principal up to the amount of the Acquisition Cost and (ii) interest expense of Tenant and interest income of Landlord to the extent the Option Price exceeds the Acquisition Cost and such interest income and interest expense shall be accrued as original issue discount and included in income by the Landlord and as an expense by the Tenant in accordance with Code Sections 1272 et seq; and Tenant agrees to prepare the applicable Form 1099-OID reports in accordance with such OID Schedule. Landlord and Tenant agree that (x) as soon as practicable after the execution and delivery of this Lease, they shall use commercially reasonable efforts and reasonably cooperate to create and agree upon a schedule (the “OID Schedule”)that will set forth in detail the amounts of accrued interest income and expense arising from the original issue discount described in the immediately precedi...
Tax Treatment; Reporting. Lessor and Lessee each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes. For federal income tax purposes each party shall report this Lease as a true lease with Lessor as the owner of the Premises and Lessee as the lessee of such Premises including: (i) treating Lessor as the owner of the improvements and equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the improvements and equipment (excluding UST systems and multi product dispensers, which belong to Tenant as hereinabove described in this Lease, (ii) Lessee reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Lessor reporting the Rent payments as rental income. Notwithstanding the foregoing, nothing contained herein shall (a) require Lessor or Lessee to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Lessor or Lessee as to the actual treatment of this transaction for state or federal tax purposes or for purposes of accounting or financial reporting, including but not limited to the determination as to whether this Lease shall qualify for sale-leaseback accounting treatment or whether this Lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.
