Tax Treatment of the Transactions. (a) All capitalized terms in this Section 7.04 not defined in this Agreement shall have the definitions assigned to them in the Purchase Agreement. It is the intention of the parties that, for U.S. federal income tax purposes, (1) the transfer by AIG of the equity of ALICO to the Company in return for the Preferred Units shall be treated as occurring when the Company is disregarded under Treasury Regulations Section 301.7701-2(c)(2) as a separate entity from AIG; (2) as a result, such transfer shall be disregarded for U.S. federal income tax purposes; (3) the election under Treasury Regulations Section 301.7701-3(c) to treat the Company as a corporation shall be treated as a fully taxable transfer by AIG of the equity of ALICO to the Company in return for all the Units at the time the election is effective; (4) the Senior Preferred Units shall be treated as nonvoting stock in the Company; (5) the Junior Preferred Units shall be treated as stock in the Company not described in Code Section 1504(a)(4), and, as a result, AIG and the Company shall not be members of an affiliated group within the meaning of Code Section 1504(a); (6) the Purchase Agreement shall constitute a binding contract in effect immediately before the election described in clause (3) hereof is effective pursuant to which the sale described in clause (7) shall occur; (7) the sale of the Preferred Units to the FRBNY in return for the Consideration shall be respected in accordance with its form; and (8) full force and effect shall be accorded to any election made pursuant to Section 7.04(b). The terms of this Agreement and the Purchase Agreement shall be interpreted consistently with this intention, and the parties hereto agree not to take any position for U.S. federal income tax purposes (in a filing or otherwise) contrary to this intention.
Tax Treatment of the Transactions. It is the intention of the parties that, for U.S. federal income tax purposes, (a) on the transfer by Parent of beneficial ownership of the PhilAm shares to AIA, AIA shall become the owner of such equity interests and the transitory existence of the AIA Note will be disregarded; (b) the following transactions shall be treated as occurring when the Company and HK Co are disregarded under Treasury Regulation Section 301.7701-2(c)(2) as separate entities from Seller: (1) the transfer by Seller of the AIA equity interests to the Company in return for the HK Note A (as defined in Annex A); (2) the issuance of the Preferred Units to Seller in return for the HK Note A; and (3) the issuance by HK Co to the Company of stock of HK Co and the HK Note B (as defined in Annex A) in return for the HK Note A; (c) as a result, each of the transactions described in clause (b) hereof shall be disregarded, including, for the avoidance of doubt, the transitory existence of the HK Note A; (d) the election under Treasury Regulation Section 301.7701-3(c) to treat HK Co as a corporation shall be treated as the transfer by Seller of the AIA equity interests to HK Co in return for all the HK Co. stock and the HK Note B; (e) immediately before the election described in clause (d) hereof, this Agreement shall constitute a binding contract pursuant to which the sale described in clause (f) hereof shall occur; (f) the sale of the Preferred Units to Buyer in return for the Consideration shall be treated as (1) the transfer by Seller to Buyer of undivided interests in the stock of HK Co and the HK Note B in return for the Consideration, followed by (2) the contribution by Buyer and Seller of their respective interests in the stock of HK Co and the HK Note B to the Company, which, as of the time of such contribution, shall be treated as a partnership, in return for the Units; and (g) the transfer, via dividend, of the Consideration to AIGLH, which is (and, as of the time of such transfer, shall continue to be) disregarded as a separate entity from Parent under Treasury Regulation Section 301.7701-2(c)(2), shall be treated as (1) the transfer of the Consideration, to the extent of the fair market value of the PhilAm equity interests, to Parent in return for such PhilAm equity interests, and (2) except to the foregoing extent, a distribution described in Code Section 301 to Parent. The terms of this Agreement and the LLC Agreement shall be interpreted consistently with this intention, and th...
Tax Treatment of the Transactions. All capitalized terms in this Section 7.06 not defined in this Agreement shall have the definitions assigned to them in the Purchase Agreement. It is the intention of the parties that, for U.S. federal income tax purposes, (a) on the transfer by AIG of beneficial ownership of the PhilAm shares to AIA, AIA shall become the owner of such equity interests and the transitory existence of the AIA Note will be disregarded;
Tax Treatment of the Transactions. (a) It is the intention of the parties that, for U.S. federal income tax purposes, (1) the transfer by Seller of the equity of ALICO to the Company in return for the Preferred Units shall be treated as occurring when the Company is disregarded under Treasury Regulation Section 301.7701-2(c)(2) as a separate entity from Seller; (2) as a result, such transfer shall be disregarded for U.S. federal income tax purposes; (3) the election under Treasury Regulation Section 301.7701-3(c) to treat the Company as a corporation shall be treated as a fully taxable transfer by Seller of the equity of ALICO to the Company in return for all the Units at the time the election is effective; (4) the Senior Preferred Units shall be treated as nonvoting stock in the Company; (5) the Junior Preferred Units shall be treated as stock in the Company not described in Code Section 1504(a)(4), and, as a result, the Seller and the Company shall not be members of an affiliated group within the meaning of Code Section 1504(a); (6) this Agreement shall constitute a binding contract in effect immediately before the election described in clause (3) hereof is effective pursuant to which the sale described in clause (7) hereof shall occur; (7) the sale of the Preferred Units to Buyer in return for the Consideration shall be respected in accordance with its form; and (8) full force and effect shall be accorded to any election made pursuant to Section 4.2(b). The terms of this Agreement and the LLC Agreement shall be interpreted consistently with this intention, and the parties hereto agree not to take any position for U.S. federal income tax purposes (in a filing or otherwise) contrary to this intention.
Tax Treatment of the Transactions. For U.S. federal and applicable state and local Income Tax purposes, the Parties intend that:
Tax Treatment of the Transactions. The Parties intend that, for United States federal, and applicable state and local, income tax purposes, the Transactions shall be treated as a taxable sale by the Company of the Company’s assets to Merger Sub in exchange for the aggregate Per Share Merger Consideration and New Merger Sub Preferred Equity and the assumption of all the Company’s liabilities, followed by the distribution of such aggregate Per Share Merger Consideration and New Merger Sub Preferred Equity to the stockholders of the Company in liquidation of the Company pursuant to Section 331 and Section 562 of the Code. The Parties intend that this Agreement be and is hereby adopted as, a “plan of liquidation” of the Company for United States federal income tax purposes.
Tax Treatment of the Transactions. The Parties agree and acknowledge that the transactions contemplated by this Agreement, taken together, are intended to be treated, for purposes of federal income taxation and for purposes of certain state income tax laws that incorporate or follow federal income tax principles (“Tax Purposes”), as contributions by HoldCo of its interests in the Company assets and liabilities and by NewCo of the Cash Contribution to a partnership under Code Section 721(a). The Parties shall file all Tax Returns in a manner consistent with this intended Tax treatment.
Tax Treatment of the Transactions. Unless otherwise required by applicable Law:
Tax Treatment of the Transactions. (a) For U.S. Federal income tax purposes, TAP will elect to be treated as a disregarded entity of TMCL under Treasury Regulations Section 301.7701-3(c)(1) and not as an entity separate and apart from TMCL for all purposes of the Code.
Tax Treatment of the Transactions. It is intended that for U.S. federal income tax purposes (and for purposes of any applicable state or local Tax that follows the U.S. federal income tax treatment) that the Domestication Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Additionally, it is intended that for U.S. federal income tax purposes (and for purposes of any applicable state or local Tax that follows the U.S. federal income tax treatment) that the Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and each Party shall, and shall cause any Affiliate or Subsidiary to, use reasonable best efforts to cause the Merger to so qualify and shall file all Tax Returns consistent with, and take no position inconsistent with such Intended Tax Treatment (whether in audits, Tax Returns or otherwise) unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code. The Parties shall not, and shall not cause or permit their respective Affiliates or Subsidiaries to, knowingly take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent such Tax treatment and references to knowledge for the purposes of this Section 2.9 shall refer only to the actual knowledge of each Party, and each respective Affiliate or Subsidiary. If, before the Closing Date, any Party reasonably determines that the Merger is not likely to qualify for the Intended Tax Treatment and notifies the other Parties in writing accordingly, the Parties shall cooperate in good faith to take the steps that they jointly and reasonably determine to be necessary to meaningfully increase the likelihood that the Transactions will qualify for the Intended Tax Treatment. By executing this Agreement, the Parties hereby adopt a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 with respect to the Transactions. Furthermore, it is intended that for Finnish income tax purposes that the Merger qualifies as a tax neutral merger in accordance with the provisions of Section 52 a, b and e of the Finnish Business Income Tax Act, and for Finnish transfer tax purposes the Merger qualifies a tax exempt merger in accordance with the provisions of Sections 4 and 15 of the Finnish Transfer Tax Act.
