Pooling Matters; Tax Treatment Sample Clauses

Pooling Matters; Tax Treatment. (a) UCC intends that the Merger be accounted for under the "pooling of interests" method under the requirements of Opinion No. 16 (Business Combinations) of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the rules and regulations of the SEC. UCC will request a letter addressed to it from PricewaterhouseCoopers LLP dated as of a date prior to the Effective Time, and (if and when obtained) a copy of it will be delivered to IP. Such letter shall state that PricewaterhouseCoopers LLP believes that UCC is a pooling candidate for purposes of the transactions contemplated hereby.
Sample 1Sample 2
AutoNDA by SimpleDocs
Pooling Matters; Tax Treatment. (a) The Company intends that the Merger be accounted for under the "pooling of interests" method under U.S. GAAP and the requirements of Opinion No. 16 (Business Combinations) of the Accounting Principles Board of the American Institute of Certified Public Accountants and the rules and regulations of the SEC. The Company will request a letter addressed to it from Xxxxxx Xxxxxxxx LLP dated as of the Effective Time, and (if and when obtained) a copy of it will be delivered to Parent. Such letter shall state that Xxxxxx Xxxxxxxx LLP believes that the Company is a pooling candidate for purposes of the transactions contemplated hereby.
Sample 1
Pooling Matters; Tax Treatment. (a) Parent intends that the Merger be accounted for under the "pooling of interests" method under Finnish GAAP and U.S. GAAP, as to U.S. GAAP under the principles set forth in Accounting Principles Board Opinion No. 16, Accounting for Business Combinations, and the accounting rules of the SEC. Parent will request a letter addressed to it from SVC PricewaterhouseCoopers Oy as to Finnish GAAP, and PricewaterhouseCoopers LLP, as to U.S. GAAP dated as of the Effective Time, and (if and when such letter is obtained) a copy will be delivered to the Company. Such letter shall state that PricewaterhouseCoopers LLP believes that the Merger should be accounted for as a "pooling of interests" as described in the first sentence of Section 4.20(a).
Sample 1
Pooling Matters; Tax Treatment. . . 34 Section 6.22. Certain Agreements. . . . . . . . . . . . 34 Section 6.23. Year 2000 Compliance. . . . . . . . . . . 35
Sample 1
Pooling Matters; Tax Treatment. (a) EarthLink intends that the EarthLink Merger be accounted for under the "pooling of interests" method under the requirements of Opinion No. 16 (Business Combinations) of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the rules and regulations of the SEC. EarthLink will request a letter addressed to it from PricewaterhouseCoopers LLP dated as of the Closing Date, and (if and when obtained) a copy of it will be delivered to MindSpring. Such letter (which may contain customary qualifications and assumptions) shall state that PricewaterhouseCoopers LLP concurs with EarthLink's management's conclusion that no conditions exist that would preclude Newco from accounting for the Mergers as a "pooling of interests," as described in the first sentence of this Section 5.21(a).
Sample 1
Pooling Matters; Tax Treatment. (a) MindSpring intends that the MindSpring Merger be accounted for under the "pooling of interests" method under the requirements of Opinion No. 16 (Business Combinations) of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the rules and regulations of the SEC. MindSpring will request a letter addressed to it from Arthxx Xxxexxxx XXX dated as of the Closing Date, and (if and when obtained) a copy of it will be delivered to EarthLink. Such letter (which may contain customary qualifications and assumptions) shall state that Arthxx Xxxexxxx XXX concurs with MindSpring's management's conclusion that no conditions exist with respect to MindSpring that would preclude Newco from accounting for the Mergers as a "pooling of interests" as described in the first sentence of Section 6.21(a).
Sample 1
Pooling Matters; Tax Treatment. (a) Epitope intends that the Mergers be accounted for under the "pooling of interests" method under the requirements of Opinion No. 16 (Business Combinations) of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the rules and regulations of the SEC. Epitope will request a letter addressed to it from PriceWaterhouse Coopers LLP, dated as of the Closing Date, and (if and when obtained) a copy of it will be delivered to STC. Such letter (which may contain customary qualifications and assumptions) shall state that PriceWaterhouse Coopers LLP concurs with Epitope's management's conclusion that no conditions exist that would preclude the Surviving Corporation from accounting for the Mergers as a "pooling of interests," as described in the first sentence of this Section 3.21(a).
Sample 1
AutoNDA by SimpleDocs
Pooling Matters; Tax Treatment. (a) STC intends that the Mergers be accounted for under the "pooling of interests" method under the requirements of Opinion No. 16 (Business Combinations) of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the rules and regulations of the SEC. STC will request a letter addressed to it from Xxxxxx Xxxxxxxx LLP dated as of the Closing Date, and (if and when obtained) a copy of it will be delivered to Epitope. Such letter (which may contain customary qualifications and assumptions) shall state that Xxxxxx Xxxxxxxx LLP concurs with STC's management's conclusion that no conditions exist with respect to STC that would preclude the Surviving Corporation from accounting for the Mergers as a "pooling of interests" as described in the first sentence of Section 4.20(a).
Sample 1

Related to Pooling Matters; Tax Treatment

  • 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.

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Federal Income Tax Treatment of the Trust (a) For so long as the Trust has a single owner for federal income tax purposes, it will, pursuant to Treasury Regulations promulgated under section 7701 of the Code, be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded.

  • 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).

  • 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.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

  • Tax Treatment of the Notes By purchasing the Class M Notes, Holders and Beneficial Owners agree to treat such Notes as indebtedness of Xxxxxxx Mac for U.S. federal income tax purposes, unless such Holders or Beneficial Owners are required to treat the Class M Notes in some other manner pursuant to a final determination by the Internal Revenue Service or by a court of competent jurisdiction (each a “Final Tax Determination”). By purchasing the Class B Notes, Holders agree to treat such Class B Notes as notional principal contracts for U.S. federal income tax purposes (except for U.S. withholding tax purposes) and, as a result, as (i) a deemed loan and (ii) an on-market swap, each of which is tax accounted for in the manner described in the Offering Circular, unless such Holders are required to treat the Class B Notes in some other manner pursuant to a Final Tax Determination. Holders and Beneficial Owners, as applicable, further agree (a) to prepare their U.S. federal income tax returns on the basis that (i) the Class M Notes will be treated as indebtedness of Xxxxxxx Mac and/or (ii) the Class B Notes will be treated as (1) a deemed loan and (2) an on-market swap, and (b) to report items of income, deduction, gain or loss with respect to the Original Notes in a manner consistent with the information reported to them pursuant to Section 3.01(d), unless otherwise required pursuant to a previously-selected method for tax accounting for contingent notional principal contracts or a Final Tax Determination.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

Time is Money Join Law Insider Premium to draft better contracts faster.