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 # in the case of the Equityholders, a sale of their Company Membership Interests and # 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. 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)

Tax Treatment. This Release Agreement will be construed and administered to preserve the exemption from Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (“[Section 409A]”) of payments that qualify as short-term deferrals pursuant to Treas. Reg. § 1 .409A- 1 (b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to other amounts that are subject to Section 409A, it is intended, and this letter will be so construed, that any such amounts payable under this letter and Office Depot’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A. As a result, with respect to any amount that is subject to Section 409A: # references to Executive’s termination of employment shall be deemed references to Executive’s “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and (ii) in the event Executive is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) on the date of Executive’s separation from service (with such status determined by Office Depot in accordance with rules established by Office Depot in writing in advance of the “specified employee identification date” that relates to the date of Executive’s separation from service or in the absence of such rules established by Office Depot, under the default rules for identifying specified employees under Treas. Reg. §1.409A-1(i)), any amount that is payable to Executive in connection with Executive’s separation from service shall be paid six months after such separation from service (if Executive dies after the date of Executive’s separation from service but before a payment has been made, such payment will be paid to Executive’s estate without regard to such six-month delay). Executive acknowledges and agrees that Office Depot has made no representation to Executive as to the tax treatment of the compensation and benefits provided pursuant to this Release Agreement and that Executive is solely responsible for all taxes due with respect to such compensation and benefits.

Tax Treatment. Ginkgo and Customer agree, including as it relates to each Party’s U.S. federal income tax reporting, that the Prepayment constitutes an advanced payment by Customer for the Technical Services to be provided by Ginkgo pursuant to this TSA, which shall be applied against the Technical Services Charges in accordance with this Section 7.

Tax Treatment.If any interest in any Loan Document is transferred to any

Tax Treatment. The Company and the Purchasers agree to treat the Series D Preferred Shares as common stock solely for U.S. income tax purposes.

Tax Treatment. Buyer and Seller acknowledge and agree that for U.S. federal income tax purposes, # the taxable year of the Company will end at the end of the day on the Closing Date (applying the provisions of Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)) and # the Company will become a member of the consolidated group for U.S. federal income tax purposes of which Buyer is included beginning on the day after the Closing Date. The parties agree # to not elect to ratably allocate income and loss items pursuant to Treasury Regulations Section 1.1502-76(b)(2) and (ii) that the end of the day rule in Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) shall apply.

Tax Treatment. Any payment under [Section 2.9], Article VIII or Article IX of this Agreement shall be treated by the parties for U.S. federal, state, local and non-U.S. income Tax purposes as a purchase price adjustment unless otherwise required by applicable law.

Tax Treatment. The Borrower shall treat the Advances as indebtedness of the Borrower (or, so long as the Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness of the entity of which it is considered to be a part) for U.S. federal income tax purposes and to file any and all tax forms in a manner consistent therewith.

Tax Treatment. Neither Borrower nor any other Person on Borrower’s behalf shall make an election to be, or take any other action that is reasonably likely to result in the Borrower being treated as a corporation for U.S. federal income tax purposes and the Borrower shall take all steps necessary to avoid being treated as a corporation for U. S. federal income tax purposes. The Borrower shall not make any election to be, or take any other action that is reasonably likely to result in the Borrower being, treated as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).