Common use of Federal Income Tax Treatment Clause in Contracts

Federal Income Tax Treatment. It is the intent of the Parties that the Merger contemplated hereby be treated for federal income tax purposes as a tax-free merger pursuant to Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "IRC"). The Parties shall report the transactions under this Agreement consistent with such treatment, shall keep such records and file such information with respect thereto as is required by Treasury Regulation 1.368-3 and shall take no position that is contrary thereto except pursuant to an administrative finding upon the appeal of a 30-day letter or unless required to do so pursuant to a determination as defined in IRC Section 1313(a).

Federal Income Tax Treatment. It is the intent of the Parties parties that the Merger stock exchange contemplated hereby be treated for federal income tax purposes as a tax-free merger reorganization pursuant to Section 368(a)(2)(E368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "IRC"). The Parties parties shall report the transactions under this Agreement consistent with such treatment, shall keep such records and file such information with respect thereto as is required by Treasury Regulation 1.368-3 and shall take no position that is contrary thereto except pursuant to an administrative finding upon the appeal of a 30-day letter or unless required to do so pursuant to a determination as defined in IRC Section 1313(a).