Section 351 Transfers Clause Samples

Section 351 Transfers. (i) Unless there has been a Final Determination to the contrary, Lockheed ▇▇▇▇▇▇, the Affiliated Transferors and Newco covenant and agree, for all Tax purposes including all Tax returns and Tax controversies, to (and to cause any Affiliate or successor to their assets or business to) take each of the positions set forth in subparagraph (A) through (E) below with respect to Section 351 Transfers. (A) The transfer of assets by each transferor will qualify under Section 351(b) of the Internal Revenue Code of 1986. (B) The amount of cash received in exchange for any Transferred Asset will be determined by (A) allocating Basis Liabilities to the Transferred Assets in proportion to the adjusted tax basis of such Transferred Assets, and then (B) allocating the total amount of cash received by the transferor among the Transferred Assets in proportion to the net fair market value of such Transferred Assets (the net fair market value being the fair market value of a Transferred Asset reduced by the amount of any Basis Liabilities allocated to the asset). (C) The tax basis of each Transferred Asset to be received by Newco will be the same as the tax basis of such asset in the hands of the transferor increased by the amount of any gain recognized by the transferor on the transfer of such asset. (D) The fair market value of each category of Transferred Assets will be determined based on an independent appraisal by Coopers & ▇▇▇▇▇▇▇ L.L.P. (E) Neither Newco, nor any successor to its assets or businesses will be entitled to claim any deduction in respect of any Basis Liability to the extent previously deducted by the transferor, unless such previous deduction is later denied. (ii) Lockheed ▇▇▇▇▇▇ and the Affiliated Transferors will file with their consolidated federal income tax return for the tax period which includes the Tax Closing Date the information required by Treas. Reg. 1.351-3(a) and will deliver copies of such statements, including attachments, to Newco at least 10 days prior to the date on which such return is filed, and Newco will file with its federal income tax return for the taxable period within which the Tax Closing Date falls the information required by Treas. Reg. 1.351-(b) and will deliver a copy of that statement to Lockheed ▇▇▇▇▇▇ within ten days thereafter. Within 180 days after the Closing Date, Lockheed ▇▇▇▇▇▇ will deliver to Newco all of the cost and other basis information relating to the Transferred Assets and Basis Liabilities reasonably req...