Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as "sell," "sale," purchase," and "pay," the parties hereto acknowledge and agree that it is their intent that the transaction contemplated hereby be treated for federal income tax purposes as the contribution of the Membership Interest by Contributor to Acquirer in exchange for Units pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "Code"), and not as a transaction in which Contributor is acting other than in its capacity as a prospective partner of Acquirer.
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase,” and “pay,” the parties hereto acknowledge, agree and consent that the transactions contemplated hereby will be treated for federal income tax purposes (i) in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to any portion of the Consideration that is payable in OP Units; (ii) as an “assets over form” of transaction pursuant to Treasury Regulations Section 1.708-1(c)(3)(i); and (iii) as a sale of the Contributor’s Contributed Interests to the Operating Partnership under Treasury Regulations Section 1.708-1(c)(4) to the extent of the Contributor’s receipt of cash Consideration pursuant to Section 1.2(a), except to the extent that such cash Consideration is treated as (a) the reimbursement of “preformation expenditures” under Treasury Regulations Section 1.707-4(d); and/or (b) a “debt financed transfer of consideration” by the Operating Partnership under Treasury Regulations Section 1.707-5(b), as applicable.
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase” and “pay,” the parties hereto acknowledge and agree that with respect to any portion of the Consideration that is payable in OP Units, that it is their intent that the contribution of the Contributed Interests to the Operating Partnership shall be governed by Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), unless and to the extent otherwise required by applicable law.
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase,” and “pay,” the parties hereto acknowledge, agree and consent that the transactions contemplated hereby will be treated for federal income tax purposes (i) in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to any portion of the Consideration that is payable in OP Units; (ii) as an “assets over form” of transaction pursuant to Treasury Regulations Section 1.708-1(c)(3)(i); and (iii) as a sale of the Contributor’s Contributed Interests to the Operating Partnership under Treasury Regulations Section 1.708-1(c)(4) to the extent of the Contributor’s receipt of cash Consideration pursuant to Section 1.2(a).
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” purchase,” and “pay,” the parties hereto acknowledge and agree that, if and to the extent Contributor elects to take its Consideration in the form of Units, it is their intent that the transaction contemplated hereby be treated for federal income tax purposes as the contribution of the Interests by Contributor to Acquirer in exchange for Units pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), and not as a transaction in which Contributor is acting other than in its capacity as a prospective partner of Acquirer.
Tax Consequences to Contributor. Notwithstanding (a) anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase” and “pay,” and (b) the treatment of the transaction contemplated hereby for purposes of GAAP, the parties hereto acknowledge and agree that with respect to any portion of the Consideration that is payable in OP Units, it is their intent that such transaction contemplated hereby shall be treated for federal income tax purposes pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), as the contribution of the Contributed Interests by Contributor to the Operating Partnership, in exchange for the OP Units, and not as a transaction in which Contributor is acting other than in its capacity as a prospective limited partner in the Operating Partnership.
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as "sell," "sale," "purchase," and "pay," the parties agree that it is their intent that to the extent that consideration for the transfer of the Company Interests takes the form of the issuance of Units, the transactions contemplated hereby shall be treated for federal income tax purposes pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the "Code"), as the contribution of the Company Interests (or portion thereof) by the Contributor to the Acquirer, in exchange for the Units.
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase,” and “pay,” the parties hereto acknowledge and agree that (i) all indebtedness to be assumed by the Operating Partnership or any of its affiliates pursuant to the transactions contemplated by this Agreement (other than the Minnesota loan and the Reynoldsburg loan) be treated as “qualified liabilities” within the meaning of Treasury Regulation Section 1.707-5(a)(5); (ii) the Cash Consideration be treated as a reimbursement of preformation capital expenditures incurred by the Contributor pursuant to Treasury Regulation Section 1.707-4(d); and (iii) therefore, the Contribution be treated as a nontaxable contribution by the Contributor of the Contributed Interests, Contributed Entity or Property to the Operating Partnership under Section 721(a) of the Code, with no gain required to be recognized by the Contributor or any partner in the Contributor as a result thereof. The Parties further intend that any liabilities of the Operating Partnership be allocated to its partners in a manner consistent with the guarantees contemplated by the Tax Protection Agreement. Except as otherwise provided in the Tax Protection Agreement, no Party shall take any position on any tax return that is inconsistent with the foregoing treatment except as required by law.
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase,” and “pay,” the parties hereto acknowledge, agree and consent that the transactions contemplated hereby will be treated for federal income tax purposes in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”) except to the extent that the transactions are treated, in part, as a “disguised sale” of the Property to the Operating Partnership under Treasury Regulations Section 1.707-5(a).
Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” purchase,” and “pay,” the parties hereto acknowledge and agree that with respect to any portion of the Consideration that is payable in OP Units it is their intent that such transaction contemplated hereby shall be treated for federal income tax purposes pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), as the contribution of the Contributed Assets by Contributor to the Acquirer, in exchange for the OP Units, and any payments made by Acquirer pursuant to Section 1.2, and not as a transaction in which Contributor is acting other than in its capacity as a prospective partner in the Acquirer.
