Common use of Tax Treatment of the Transactions Clause in Contracts

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 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 Xxxxx 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 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. 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 Parent 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; (b) the following transactions shall be treated as occurring when the Company and HK Co Co. are disregarded under Treasury Regulation Regulations Section 301.7701-2(c)(2) as separate entities from SellerAIRCO: (1) the transfer by Seller AIRCO 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 AIRCO in return for the HK Note A; and (3) the issuance by HK Co Co. to the Company of stock of HK Co 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 Regulations Section 301.7701-3(c) to treat HK Co Co. as a corporation shall be treated as the transfer by Seller AIRCO of the AIA equity interests to HK Co 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 the Purchase 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 the FRBNY in return for the Consideration (as defined in the Purchase Agreement) shall be treated as (1) the transfer by Seller AIRCO to Buyer the FRBNY of undivided interests in the stock of HK Co Co. and the HK Note B in return for the Consideration, followed by (2) the contribution by Buyer the FRBNY and Seller AIRCO of their respective interests in the stock of HK Co 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 AIG under Treasury Regulation Regulations 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 AIG in return for such PhilAm equity interests, and (2) except to the foregoing extent, a distribution described in Code Section 301 to ParentAIG. The terms of this Agreement and the LLC 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. 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 Parent 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; (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 SellerAIRCO: (1) the transfer by Seller AIRCO 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 AIRCO 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 AIRCO of the AIA equity interests to HK Co in return for all the HK Co. Co stock and the HK Note B; (e) immediately before the election described in clause (d) hereof, this the Purchase 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 the FRBNY in return for the Consideration (as defined in the Purchase Agreement) shall be treated as (1) the transfer by Seller AIRCO to Buyer the FRBNY 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 the FRBNY and Seller AIRCO 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 AIG 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 AIG in return for such PhilAm equity interests, and (2) except to the foregoing extent, a distribution described in Code Section 301 to ParentAIG. The terms of this Agreement and the LLC 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.