Tax and Accounting Treatment. Neither Omega nor any of its directors or officers has taken any action that would interfere with Newco's or the Surviving Corporations', Omega's or Online's ability to account for the Merger as a pooling of interests or would prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of Section 368(a) of the Code. Neither Omega nor, to Omega's knowledge, any of its affiliates or agents is aware of any agreement, plan or other circumstance that would interfere with Newco's, the Surviving Corporations', Omega's or Online's ability to account for the Merger as a pooling of interests or prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Tax and Accounting Treatment. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes, and for accounting purposes, to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans and that the Purchased Mortgage Loans are owned by Seller in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by applicable Requirements of Law or GAAP.
Tax and Accounting Treatment. (a) Prior to and following the Effective Time, each party shall use its reasonable best efforts to cause the Merger to qualify as a 368 Reorganization, and will not take any action reasonably likely to cause the Merger not so to qualify.
Tax and Accounting Treatment. Each of Parent, Merger Sub and the Company shall not take any action and shall not fail to take any action which action or failure to act would prevent, or would be likely to prevent, the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Amounts paid with respect to indemnity claims under this Agreement or amounts paid pursuant to Section 7.3 of this Agreement shall be increased to the extent of any increase in tax liability that is imposed on the party receiving such amounts (including any increase thereof resulting from the application of this sentence).
Tax and Accounting Treatment. The Authority is and intends to be treated as the owner of the Financed Eligible Loans for all purposes. The Authority further intends and agrees to treat the Notes as its indebtedness for federal, state and local income tax purposes.
Tax and Accounting Treatment. Each of Parent and the Company shall not take any action and shall not fail to take any action which action or failure to act would prevent, or would be likely to prevent, the Merger from qualifying (A) for pooling of interests accounting treatment or (B) as a reorganization within the meaning of Section 368(a) of the Code and shall use reasonable efforts to obtain the opinions of counsel and the letters of accountants referred to in Sections 6.02(d), 6.03(d) and 6.01(f).
Tax and Accounting Treatment. Neither bamboo nor, to the knowledge of bamboo, any of its affiliates has taken or agreed to take any action that would prevent the Merger from (i) qualifying as a tax-free reorganization under Section 368(a)(2)(E) of the Code, or (ii) being accounted for as a pooling of interests in accordance with Accounting Principles Board Opinion No. 16, the interpretive releases issued pursuant thereto, and the pronouncements of the SEC.
Tax and Accounting Treatment. It is intended by the parties that the purchase and sale contemplated by this Agreement and related documents qualify as a reorganization under the provisions of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, and that for accounting purposes, it is intended that such transaction be accounted for by Parent as a "pooling of interests".
Tax and Accounting Treatment. The Company and the Guarantors agree that for federal, state and local income tax as well as for financial accounting purposes, the issuance of the Warrants by the Company to the Guarantors is in the nature of a dividend distribution and is not compensation (or a payment) for any services, and each hereby agrees to treat the issuance of the Warrants in such manner for all such purposes, all to the maximum extent permitted by applicable law.
Tax and Accounting Treatment. Each of Phone, Xxxxxxxx.xxx and their respective subsidiaries shall use all reasonable efforts to cause the Merger to qualify (i) for treatment as a pooling of interests for accounting purposes and (ii) as a reorganization within the meaning of section 368(a) of the Code, and to obtain the opinions of counsel referred to in sections 6.2 and 6.3. Neither Phone, nor Xxxxxxxx.xxx, nor their respective subsidiaries, shall take any action to cause the Merger to fail to qualify (i) for treatment as a pooling of interests for accounting purposes or (ii) as a reorganization within the meaning of section 368(a) of the Code.