Merger Tax Treatment Sample Clauses

Merger Tax Treatment. Notwithstanding any provision to the -------------------- contrary, each New Stockholder represents, warrants and agrees that such New Stockholder (i) has no plan or intention to engage in a sale, exchange, transfer, distribution, redemption, or reduction in any way of such New Stockholder's Common Stock or risk of ownership by short sale or otherwise, or other disposition, directly or indirectly (such actions being collectively referred to herein as a "Sale") of any of such New Stockholder's Common Stock as of the effective date hereof; (ii) will not engage in a Sale of such New Stockholder's Common Stock for a period of one (1) year after the effective date hereof unless the Company can obtain, at such Stockholder's expense, a written opinion from the tax advisors of the Company, in form and substance reasonably satisfactory to the Company, to the effect that the proposed Sale will not cause the Merger to fail to qualify for tax-free treatment under the provisions of section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code") (whether under section 368(a)(2)(D) or 368(a)(2)(E) of the Code); (iii) except as provided in the Merger Agreement, has paid his own expenses in connection with the Merger, (iv) did not sell any common stock of SCC in contemplation of the Merger; and (v) will take such further actions consistent with the terms of this Agreement and applicable law, as may be reasonably necessary to cause the Merger to be treated as a tax-free reorganization under the provisions of sections 368(a)(1)(A) of the Code (taking into account section 368(a)(2)(D) or 368(a)(2)(E) of the Code, as the case may be), including, without limitation, preparing appropriate tax returns, filings and reports consistent with the treatment of the Merger as such reorganization. Each New Stockholder acknowledges that except as provided in this Agreement, each New Stockholder has unrestricted rights of ownership in the Common Stock and each New Stockholder's ability to retain their Common Stock is not limited in any way.
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Related to Merger Tax Treatment

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

  • Tax Treatment; Reporting Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.

  • Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

  • Tax Ruling The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

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