Example ContractsClausesIntended Tax Treatment
Intended Tax Treatment
Intended Tax Treatment contract clause examples

Intended Tax Treatment” shall have the meaning set forth in Section 7.6( i).

Intended Tax Treatment” means (i) the treatment of the SPR HoldCo Exchange as a qualified stock purchase under Section 338 of the Code with respect to the stock of each of SPR Procurement and SPR, (ii) the 338(h)(10) Election with respect to the qualified stock purchase of the stock of SPR resulting in a deemed qualified stock purchase with respect to the stock of each of SPR’s direct and indirect Subsidiaries, (iii) each of the 338(h)(10) Elections being valid and effective and (iv) the Tax-Free Status.

Intended Tax Treatment” has the meaning set forth in Section 14.14.

Intended Tax Treatment” has the meaning set forth in Section 14.14.

Intended Tax Treatment” has the meaning specified in Section 8.1.

Intended Tax Treatment” has the meaning set forth in Section 9.19(a).

) Intended Tax Treatment . This Debt Guarantee is intended to create for each Guarantor a payment obligation stated as a fixed percentage of every dollar of the Borrower’s liability to the Lender pursuant to the Note (i.e., a vertical slice guarantee), in accordance with Temporary Treasury Regulation Section 1.752-2T(b)(3)(ii)(C)(2) and Proposed Treasury Regulation Section 1.752-2(j)(3), and any applicable successor statutory or regulatory provisions, and not a bottom dollar payment obligation, and this Debt Guarantee and the Tax Protection Agreement shall be interpreted consistent with such intent.(2) 5) Waivers . Each Guarantor intends to bear the ultimate economic responsibility for the payment hereof of the Guaranteed Obligations to the extent set forth in paragraph 2 above. Pursuant to such intent: (2) [To the extent that such Treasury Regulations are amended (or modified by legislation or otherwise) to permit the recognition of bottom dollar payment obligations (or equivalent limitations on the Guarantor’s liability), this form of Debt Guarantee shall be revised as reasonably necessary to conform to such permitted form.] a) Except as expressly set forth in paragraph 2 above, each Guarantor expressly waives any right (pursuant to any law, rule, arrangement or relationship) to compel the Lender, or any subsequent holder of the Note or any beneficiary of the Deed of Trust to sue or enforce payment thereof, the Lender or any subsequent holder of the Note or any beneficiary of the Deed of Trust whatsoever, and failure of the Lender or any subsequent holder of the Note or any beneficiary of the Deed of Trust to do so shall not exonerate, release or discharge a Guarantor from its absolute unconditional obligations under this Debt Guarantee. Each Guarantor hereby binds and obligates itself, and its permitted successors and assignees, for performance of the Guaranteed Obligations according to the terms hereof, whether or not the Guaranteed Obligations or any portion thereof are valid now or hereafter enforceable against the Borrower or shall have been incurred in compliance with any of the conditions applicable thereto, subject, however, in all respects to the Guarantee Limit and the taking of certain prior actions and the other limitations set forth in paragraph 2. b) Each Guarantor expressly waives any right of subrogation or any other right (pursuant to any law, rule, arrangement, or relationship) to compel any other person (including, but not limited to, the Borrower, the Company, any subsidiary of the Company or the Borrower, or any other member or affiliate of the Company or the Borrower) to reimburse or indemnify such Guarantor for all or any portion of amounts paid by such Guarantor pursuant to this Debt Guarantee to the extent such amounts do not exceed the amounts required to be paid by such Guarantor pursuant to paragraph 2 hereof (taking into account the limitations set forth therein). c) Except as expressly set forth in paragraph 2 above, if and only to the extent that the Borrower has made similar waivers under the Note or the Deed of Trust or any other document further evidencing or securing the Note and the loan made pursuant thereto, each Guarantor expressly waives: (i) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Note or the Deed of Trust; (ii) any defense that may arise by reason of: the incapacity, or lack of authority of the Borrower, the revocation or repudiation hereof by such Guarantor, the revocation or repudiation of the Note or the Deed of Trust by the Borrower, the failure of the Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of the Borrower; the unenforceability in whole or in part of the Note, the Deed of Trust or any other document or instrument related thereto; the Lender’s election, in any proceeding by or against the Borrower under the federal Bankruptcy Code, of the application of Section 1111(b)(2) of the federal Bankruptcy Code; or any borrowing or grant of a security interest under Section 364 of the federal Bankruptcy Code; (iii) presentment, demand for payment, protest, notice of discharge, notice of acceptance of this Debt Guarantee or occurrence of, or any default in connection with, the Note or the Deed of Trust, and indulgences and notices of any other kind whatsoever, including, without limitation, notice of the disposition of any collateral for the Note; (iv) any defense based upon an election of remedies (including, if available, an election to proceed by non-judicial foreclosure) or other action or omission by the Lender or any other person or entity which destroys or otherwise impairs any indemnification, contribution or subrogation rights of such Guarantor or the right of such Guarantor, if any, to proceed against the Borrower for reimbursement, or any combination thereof; (v) subject to paragraph 5 below, any defense based upon any taking, modification or release of any collateral or guarantees for the Note, or any failure to create or perfect any security interest in, or the taking of or failure to take any other action with respect to any collateral securing payment or performance of the Note; (vi) any rights or defenses based upon any right to offset or claimed offset by such Guarantor against any indebtedness or obligation now or hereafter owed to such Guarantor by the Borrower; or (vii) any rights or defenses based upon any rights or defenses of the Borrower to the Note or the Deed of Trust (including, without limitation, the failure or value of consideration, any statute of limitations, accord and satisfaction, and the insolvency of the Borrower); it being intended, except as expressly set forth in paragraph 2 above, that such Guarantor shall remain liable hereunder, to the extent set forth herein, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of any of such Guarantor or of the Borrower.

Intended Tax Treatment. The Parties agree that the Merger will be treated, for federal, and applicable state and local, Income Tax purposes, consistent with the IRS Revenue Ruling 99-6, 1999-1 C.B. 432, as (1) in the case of the Equityholders, a sale of their Company Membership Interests and (2) in the case of Parent, a purchase of the assets of the Company (collectively, “Intended Tax Treatment”). The Parties shall file all Tax Returns in all respects and for all purposes consistent with such Intended Tax Treatment, except as otherwise required pursuant to a Final Determination.

Intended Tax Treatment” has the meaning set forth in Section 14.14.

Intended Tax Treatment” has the meaning set forth in the Tax Matters Agreement.

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