Tax Free. The exchange of Planktos Shares for the Diatom Shares will be deemed by the parties to be a tax free exchange.
Tax Free. The exchange of ZAG Shares for Company Shares will be deemed by the parties to be a tax free exchange.
Tax Free. Annuities The Committee agrees it is desirable to allow persons in the bargaining unit to take advantage of the federal law concerning tax-free annuities and shall take such steps as are necessary and pos- sible to implement this program. The company or companies providing the coverage shall be mutually agreed upon by the parties.
Tax Free. Exchange Seller may wish to dispose of the Real Property by means of an exchange for like-kind property qualifying for tax-free treatment pursuant to Section 1031 of the Code. Karrington agrees to cooperate with Seller in effecting a qualifying like-kind exchange through a trust or other means determined by Seller. Seller shall bear the additional transaction costs, if any, attributable to the consummation of a qualifying exchange. Seller shall hold Karrington harmless from any risk or liability that Karrington might incur in cooperating with Seller. In such an exchange, Karrington shall not be required to take title to any property other than the Real Property. Any such exchange shall not affect the time for Closing set forth in this Agreement. The remainder of this page is intentionally left blank.
Tax Free. The sale of the Intelspec Units for the Purchase Price will be deemed by the parties to be tax free.
Tax Free. REORGANIZATION TREATMENT. C Co and F Co intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Each of C Co and F Co shall, and shall cause its respective subsidiaries to, use its reasonable best efforts to cause the Merger so to qualify and to obtain the opinions of counsel referred to in Section 7.02(d) and Section 7.03(d). Neither C Co nor F Co shall take any action, or fail to take any action, that could reasonably be expected to jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code or that could reasonably be expected to jeopardize the ability of C Co or F Co to deliver the representation certificates referred to in Section 7.02(d) and Section 7.03(d).
Tax Free. The exchange of PWS Shares for Company Shares will be deemed by the parties to be a tax free exchange.
Tax Free. REORGANIZATION None of Azurel, Azurel Sub nor any entity affiliated therewith: (i) has undertaken the obligation to investigate as to whether Azurel, Azurel Sub or any entity affiliated therewith has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (ii) makes any representation or warranty as to the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code. Based on the foregoing, to the knowledge of Azurel and Azurel Sub, none of Azurel, Azurel Sub nor any entity affiliated therewith has taken or agreed to take any action or is aware of any fact or circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code.
Tax Free. Reorganization Each of the BioTime, OrthoCyte, and Glycosan shall use its or their commercially reasonable efforts to cause the Merger to constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes (a “Tax-Free Reorganization”). None of the aforementioned parties has taken or will, either before or after consummation of the Merger, take any action which, to the knowledge of such party, would cause, nor will any of the aforementioned parties fail to perform, or otherwise breach, this Agreement in any way which would cause, or in either case result in, the Merger to fail to constitute a Tax-Free Reorganization. Unless otherwise required by Law, each party shall (i) report the Merger on all Tax Returns and filings as a Tax-Free Reorganization, and (ii) not take any position or action that is inconsistent with the characteristics of the Merger as a Tax-Free Reorganization in any audit, administrative proceeding, litigation or otherwise.
Tax Free. The exchange of Notes for Exchanged Shares will be deemed by the parties to be a tax free exchange.
