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. Each of Parent and 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 reasonably likely to prevent, the Merger from qualifying (A) for "pooling of interests" accounting treatment or (B) a 368 Reorganization.
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 and financial accounting purposes.
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. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code and (ii) qualify for accounting treatment as a purchase transaction. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).
Tax and Accounting Treatment. 24 2.26 Brokers' and Finders' Fees.......................................... 24 2.27
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.
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 parties hereto acknowledge and agree that the Merger contemplated hereby shall be treated for accounting purposes as a purchase transaction. For Federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and this Agreement shall constitute a “plan of reorganization” within the meaning of Section 368(a) of the Code.
Tax and Accounting Treatment. Each Stockholder understands and agrees that it is intended that the Merger will be treated as a "reorganization" for federal income tax purposes. Stockholder further understands and agrees that Stockholder may be deemed to be an "AFFILIATE" of DSNC within the meaning of Rule 145 ("RULE 145") promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), although nothing contained herein should be construed as an admission of either such fact.
