Tax Treatment of Shares. (a) The Company and the Holders hereby agree not to treat the Series A Preferred Stock as "preferred stock" within the meaning of Treasury regulation section 1.305-5(a), except to the extent required by a "determination" (as defined below) to the contrary. Except as otherwise required by a "determination," the Company and the Holders shall prepare any and all returns, reports, and other statements (including, in each case, any schedule or attachment thereto, or amendment thereof) filed for United States federal, state, or local income tax purposes in a manner consistent with such treatment. A "determination" shall mean a decision, judgment, decree, or other order by any court of competent jurisdiction, which decision, judgment, decree, or other order has become final, a closing agreement entered into under section 7121 (or any successor to such section) of the Code, or any other settlement agreement entered into in connection with an administrative or judicial proceeding.
Tax Treatment of Shares. 1.The Company and the Holders hereby agree not to treat the Series A Preferred Stock as “preferred stock” within the meaning of Treasury regulation section 1.305-5(a), except to the extent required by a “determination” (as defined below) to the contrary. Except as otherwise required by a “determination,” the Company and the Holders shall prepare any and all returns, reports, and other statements (including, in each case, any schedule or attachment thereto, or amendment thereof) filed for United States federal, state, or local income tax purposes in a manner consistent with such treatment. A “determination” shall mean a decision, judgment, decree, or other order by any court of competent jurisdiction, which decision, judgment, decree, or other order has become final, a closing agreement entered into under section 7121 (or any successor to such section) of the Code, or any other settlement agreement entered into in connection with an administrative or judicial proceeding. If any United States federal, state, or local governmental authority with jurisdiction over matters relating to taxation (each, a “Tax Authority”) asserts to the Company that the Series A Preferred Stock should be treated as “preferred stock” (within the meaning of Treasury regulation section 1.305-5(a)) or otherwise challenges the Company’s treatment of the Series A Preferred Stock in a manner, or having an effect, that would, directly or indirectly, adversely affect any of the Holders (collectively, a “Tax Challenge”), the Company shall provide written notice of such event (a “Tax Challenge Notice”) within ten days thereof to Apollo Management and Blackstone and Apollo Management and Blackstone shall have the right to assume the defense (at their expense) of any such Tax Challenge through counsel of their own choosing by notifying the Company within thirty days of the receipt by Apollo Management and Blackstone of the Tax Challenge Notice. If Apollo Management and Blackstone assume the defense of a Tax Challenge, the Company shall have the right to participate in such defense and to employ counsel, at its own expense, separate from the counsel employed by Apollo Management and Blackstone; provided, that Apollo Management and Blackstone shall control all aspects of the defense, negotiation, and ultimate settlement or other disposition of the Tax Challenge. If Apollo Management and Blackstone choose to control the defense of any Tax Challenge, the Company shall cooperate in the defense ther...
Tax Treatment of Shares. (a) The Company and the ----------------------- Purchasers hereby agree not to treat the Series A Preferred Stock or the shares of Series B Junior Preferred Stock as "preferred stock" within the meaning of Treasury regulation section 1.305-5(a), except to the extent required by a "determination" (as defined below) to the contrary. Except as otherwise
Tax Treatment of Shares
