Tax Treatment; Purchase Price Allocation. The Parties agree that the purchase and sale of the Target Interests is intended to be treated as a purchase and sale of the assets of the Company for U.S. federal Income Tax purposes (and applicable state and local Tax purposes) and, no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with such treatment; provided, that Buyer’s obligation to act consistently with such position is contingent on the accuracy of the representation in Section 7.12(n). Within thirty (30) days following the final determination of the Final Purchase Price, Seller shall prepare and provide to Buyer an allocation of the Final Purchase Price and any other items that are treated as consideration for U.S. federal Income Tax purposes among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (the “Allocation”). Buyer shall notify Seller in writing within thirty (30) days of receipt of the Allocation of any comments to the Allocation. If Buyer does not deliver any written notice of objection to the Allocation within such thirty (30)-day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Seller, Xxxxxx and Xxxxx will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, (a) such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation, (b) any subsequent adjustments to Final Purchase Price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined, (c) the Parties shall report consistently with this Section 2.9 in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, which each Party shall timely file with the IRS, and (d) no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with the Allocation, except that no Party shall be unreasonably impeded in its ability and discretion to negotia...
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that NGL shall be treated as acquiring the assets of the Company in exchange for the consideration payable under Article II.
Tax Treatment; Purchase Price Allocation. (a) Buyer and Seller acknowledge that the transactions under this Agreement will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company and that such purchase and sale constitutes an applicable asset acquisition pursuant to Section 1060 of the Code.
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that the transactions contemplated hereby shall be treated as a partnership merger in accordance with Section 1.708-1(c) of the Treasury Regulations. Accordingly, the Company shall be treated as though it contributed its assets to NGL in exchange for the NGL Units in an exchange described in Section 721(a) of the Code, and immediately thereafter, the Company shall be treated as though it distributed the NGL Units to the members of the Company. The Parties agree to treat HSE’s payment of the Actual Earn-Out Amount, if any, as a distribution by NGL under Section 731 of the Code. The Parties further agree that the initial capital account of each NGL Unit as of the Closing Date shall equal the capital account of a common unit representing a limited partner interest in NGL (as appropriately adjusted to reflect the forbearance of any distribution described under Section 5.12) that is publicly traded on the New York Stock Exchange under the symbol “NGL,” and that such initial capital account shall be increased by the Actual Earn-Out Amount, if any.
Tax Treatment; Purchase Price Allocation. (a) The Parties agree that for U.S. federal and applicable state income Tax purposes, (i) the Transaction is intended to be treated as the merger of two (2) partnerships into one (1) partnership under the “assets-over form” (within the meaning of Treasury Regulation Section 1.708-1(c)(3)) with the resulting partnership being considered the continuation of Buyer pursuant to Treasury Regulation Section 1.708-1(c)(1); (ii) pursuant to Treasury Regulation Section 1.708-1(c)(3), the Company will be treated as contributing the assets of the Company to Buyer pursuant to a transaction governed by Section 721 of the Code; and (iii) the Company will be treated as terminating as of the Closing Date under Treasury Regulation Section 1.708-1(c)(1), and (iv) each Contributor who receives cash in the Transaction will be treated as selling a portion of their interests in the merging partnership pursuant to Treasury Regulation Section 1.708-1(c)(4) (and each Contributor hereby consents to treat the Transaction accordingly for U.S. federal income Tax purposes) (clauses (i), (ii), (iii), and (iv), collectively, the “Intended Tax Treatment”).
Tax Treatment; Purchase Price Allocation. (a) Parent shall join with Purchaser and the Companies in making, and shall take any and all actions necessary to effect, an election under Section 338(h)(10) of the Code, and any corresponding election under state, local, and foreign Law, with respect to the purchase and sale of the Company Equity issued by MM and MIC (collectively, a “Section 338(h)(10) Election”). Parent shall include any income, gain, loss, deduction, or other Tax item resulting from the Section 338(h)(10) Election on its Tax Returns to the extent required by Law, including (but not limited to): (y) any Tax imposed under Treas. Reg. Sec. 1.338(h)(10)-1(d)(2); or (z) any state, local, or non-U.S. Tax imposed on the Companies gain. Parent and Purchaser shall, within ten (10) days prior to the date such forms are required to be filed under applicable Law, exchange completed and executed copies of IRS Forms 8023, 8594 and 8883, required schedules thereto, and any similar state, local, or foreign forms. The completed and executed IRS Forms 8594 and 8883 shall reflect the allocation schedule agreed to by Parent and Purchaser pursuant to Section 2.04(b). To the extent permitted by Law, Parent and Purchaser shall report (i) the purchase and sale of the common stock of MM and MIC as a “qualified stock purchase” and consistent with the Section 338(h)(10) Election and (ii) the purchase and sale of the membership interests of CC as a purchase of all of the assets of CC, and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Governmental Entity, or otherwise.
Tax Treatment; Purchase Price Allocation. Purchasers and Sellers agree that the purchase of Assets provided for hereunder is a fully taxable transaction for U.S. Federal income tax purposes including the portion of consideration paid in the Shares. Purchasers and Sellers agree to allocate the Purchase Price, together with assumed liabilities and other items included in the purchase price for Federal income tax purposes, among the assets of Sellers in accordance with Section 1060 of the Code and the regulations promulgated thereunder. The Parties agree that the portion of the Purchase Price allocable to the Inventory acquired in a business acquisition will be determined by the aggregate net realizable value, rather than GAAP recorded value, under IRS Revenue Procedure 2003-51 (consistent with GAAP fair value concepts applicable to Business Combinations). Purchasers and Sellers shall work in good faith to come to a mutually acceptable allocation of the Purchase Price by the Closing. The allocation, as agreed to by the Sellers and Purchasers (the “Purchase Price Allocation”), shall be conclusive and binding on Purchasers and Sellers. Neither Sellers nor Purchasers will take a position on any Tax Return, before any Taxing Authority charged with the collection of any Tax, or in any Legal Proceeding that is in any way inconsistent with the terms of this Section 11.5, and Sellers and Purchasers shall file a Form 8594 with the IRS in a manner consistent with the Purchase Price Allocation.
Tax Treatment; Purchase Price Allocation. (i) The Merger shall be treated for U.S. federal income tax purposes in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2). Additionally, the delivery of the Applicable Member Consideration to the Employee Holders shall be treated as consideration delivered in exchange for each Member’s Class A Units and Class B Units, as applicable, for purposes of applying the principles of Revenue Ruling 2007-49, 2007-2 C.B. 237 (the “Transaction Tax Treatment”).
Tax Treatment; Purchase Price Allocation. (a) Buyers and LP Interest Sellers intend that, pursuant to Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 431, the purchase and sale of the LP Interests and (if applicable) the repayment of the Outstanding Second Lien Indebtedness (if any) pursuant to Section 2.5(c)(iii)(E) (which has been consistently treated by all applicable parties as Equity Interests in Holdings for U.S. federal and relevant state and local income Tax purposes) with funds furnished by Buyers shall be treated for U.S. federal (and relevant state and local) income Tax purposes as a sale of partnership interests in the Partnership (and, if applicable, partnership interests in Holdings) and a purchase by Buyers of the assets of the Acquired Entities (the “Intended Tax Treatment”); it being understood that the Intended Tax Treatment is based on the assumption that the representations and warranties of Sellers in Section 3.9(j) are true and correct as of the Closing.
Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that for federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests shall be treated as a taxable acquisition, by purchase, of the Assets from Seller.
