Tax Treatment. The Warrant Holder hereby acknowledges that no representations have been made with respect to the tax treatment of any consideration that may be received pursuant to the terms of this Agreement and the Purchase Agreement. The Warrant Holder acknowledges and agrees that any taxes that may be owed by the Warrant Holder with respect to such consideration, including but not limited to any taxes, interest or penalties that may be owed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, shall be the sole responsibility of the Warrant Holder.

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. The Parties agree to treat any indemnity payment made pursuant to this ARTICLE 6 as an adjustment to the Purchase Price for all Tax purposes.

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. The Company and the applicable Member agree that the Company’s redemption or repurchase of Units pursuant to [Section 5.4] or [Section 6.10] shall be treated as a liquidating payment under Section 736(b) of the Code to the extent of such Member’s “interest in Company property” within the meaning of Section 736(b) of the Code and the excess, if any, shall be treated as a [Section 707(c)] “guaranteed payment” under Section 736(a) of the Code.

Tax Treatment. The Company will not make any withholdings or deductions, and will issue you a form 1099, with respect to any consulting fees paid to you. You will be responsible for all taxes with respect to the consulting fees, and you agree to indemnify, hold harmless and defend the Company from any and all claims, liabilities, damages, taxes, fines or penalties sought or recovered by any governmental entity, including but not limited to the Internal Revenue Service or any state taxing authority, arising out of or in connection with the consulting fees.

Tax Treatment. The Parties agree to treat any payments made pursuant to Section 2.6 or [Section 2.7] as an adjustment to the Final Net Purchase Price for federal, state, local and foreign income Tax purposes, unless otherwise required by Law.

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).

Tax Treatment. The Company shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Manager and the Company shall timely make any and all necessary elections and filings for the Company to be treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes). The Company and its Member shall be prohibited from taking any action that could cause the Company (or any successor) to be treated as other than disregarded as separate from the Member for United States federal income tax purposes.

Tax Treatment. Sinclair and Emmis agree to treat the purchase and sale of the Purchased Interests as a transaction governed by Revenue Ruling 99-6, situation 1 for U.S. federal income tax purposes (and for purposes of any applicable U.S. state tax Laws).