Treatment of the Merger. The Parties intend that the transactions contemplated by this Agreement be treated as a merger and neither Parent, the Surviving Corporation, nor any other party to this Agreement shall take a position on any Tax Returns or other statement or report to any Governmental Body or taxing authority inconsistent with such intention unless required to do so by applicable tax Laws.
Treatment of the Merger. For U.S. federal income tax purposes, the parties acknowledge and agree that the Buyer (or, to the extent applicable, the Surviving Partnership) shall be treated as purchasing the limited partnership interests of the Partnership held by each participating limited partner of the Partnership, in exchange for the amount of Merger Consideration payable to each participating limited partner of the Partnership as set forth in the Allocation Schedule. The parties acknowledge and agree that the intent of the parties is that each participating limited partner of the Partnership shall treat the Merger as a sale of its respective limited partnership interest in the Partnership in accordance with Reg. §1.708-1(c)(4) (to the extent applicable).
Treatment of the Merger. Section 1.15 of the Initial Agreement is hereby amended and restated in its entirety as follows:
Treatment of the Merger. The Parties intend that, for federal income tax purposes, (a) if the Second Merger occurs, the Merger and the Second Merger, taken together, constitute a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization”), provided that all of the requirements for such treatment are otherwise satisfied, or (b) if the Second Merger does not occur, or if the Merger and the Second Merger, taken together, do not satisfy all requirements for treatment as a Reorganization, that (i) the Merger be treated as a taxable purchase of the stock of the Company by Parent and (ii) the Second Merger, if it occurs, be treated as a liquidation of the Company into Parent as described in Section 332 of the Code. To the extent the Merger and the Second Merger, taken together, otherwise constitute a Reorganization, the parties intend for federal income tax purposes that this Agreement constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the regulations promulgated under the Code.
Treatment of the Merger. Immediately following the receipt by a U.S. holder of Citrix stock of shares of GetGo common stock in the Distribution, the shares of GetGo common stock so received will be exchanged for shares of LMI common stock pursuant to the Merger. The completion of the Merger is conditioned upon (i) Citrix’s receipt of the Distribution Tax Opinion from Skadden and (ii) Citrix’s and LMI’s receipt of opinions, from Skadden and from Xxxxxx & Xxxxxxx LLP, respectively, which we refer to as the Citrix Merger Tax Opinion and LMI Merger Tax Opinion, respectively, that, based on customary representations and assumptions set forth in each such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that each of LMI, Merger Sub and GetGo will be a party to the reorganization within the meaning of Section 368(b). We refer to the Citrix Merger Tax Opinion and the LMI Merger Tax Opinion collectively as the Merger Tax Opinions. The LMI Merger Tax Opinion will also be based on the assumption that the Contribution and Distribution, taken together, will constitute a “reorganization” within the meaning of Section 368(a) of the Code and each of Citrix and GetGo will be a party to the reorganization within the meaning of Section 368(b) of the Code. As stated above, an opinion of counsel represents counsel’s best legal judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in the opinion. Neither Citrix nor LMI Table of Contents intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not challenge the conclusions reflected herein or in the Merger Tax Opinions or that a court would not sustain such a challenge. Based on and assuming the validity of the Merger Tax Opinions, in general, for U.S. federal income tax purposes: • GetGo will not recognize gain or loss in the Merger; • U.S. holders of GetGo common stock will not recognize gain or loss upon the receipt of LMI common stock pursuant to the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of LMI common stock; • the aggregate tax basis in the shares of LMI common stock received by a U.S. holder of GetGo common stock pursuant to the Merger (including fractional shares deemed received as described below) will be equal to such holder’s aggregate tax basis in i...
