Tax Consequence. This Trust Agreement is entered into and Employer contributions are made with the intent, condition and understanding that contributions made by an Employer to the Trust or to the account thereof are legally deductible by the Employer for federal income tax purposes, are not subject to federal, Social Security or withholding tax, do not constitute a portion of the “Regular Rate” under the Fair Labor Standards Act and are not taxable to any Employee as compensation. In the event that it is finally determined by an appropriate agency or judicial tribunal of competent jurisdiction (whether or not an Employer or Employee is a party to the proceeding involved in the determination) or in the event that any applicable tax law, regulation, ruling or policy provides that contributions are not so deductible and are not tax exempt, then all parties hereto individually and collectively agree to take any and all reasonable action that may be necessary or desirable to obtain and maintain tax deductibility and exemptions.
Tax Consequence. For federal income tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368 of the Code. The Parties to this Agreement adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Tax Consequence. It is intended that the Merger constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Parties hereto agree to treat the Merger consistently with this intention for all purposes at all times prior to and following the Closing, unless required to do otherwise by law.
Tax Consequence. The Purchaser has obtained, from the Purchaser's Advisor(s) or otherwise, any tax advice deemed appropriate by the Purchaser.
Tax Consequence. Neither Wavetek nor WG shall take or cause to be taken any action, whether before or after the Effective Time, which would disqualify the Exchange for a step up in the U.S. tax basis of the Exchange within the meaning of Section 338 of the Code.
Tax Consequence. (a) The parties intend that each of the Merger, the Operating Company Merger and the LCE Intermediate Holdings Merger qualify as a “reorganization” under Section 368(a) of the Code. With respect to each of the Merger, the Operating Company Merger and the LCE Intermediate Holdings Merger, each of the parties hereto adopts this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) and agrees to cooperate in order to qualify the transactions as reorganizations, and to report each of the Merger, the Operating Company Merger and the LCE Intermediate Holdings Merger for federal and state income tax purposes in a manner consistent with such characterization.
Tax Consequence. This Trust Agreement is entered into and Employer contributions are madewiththeintent, condition andunderstanding thatcontributions madebyan Employer to theTrust or to theaccountthereof arelegallydeductible bythe Employer for federal income taxpurposes, arenot subject tofederal, Social Security or withholdingtax, donotconstitutea portionof the “Regular Rate” under the Fair Labor Standards Actandare not taxable to any Employeeascompensation. In theeventthat it is finally determined byan appropriate agencyor judicial tribunalof competent jurisdiction (whether or not an Employer or Employee is a party to the proceeding involved in the determination) or in the event that any applicable tax law, regulation, ruling or policy provides that contributions are not so deductible and are not tax exempt, then all parties hereto individua ly and collectively agree to take anyandallreasonable action thatmaybenecessaryor desirable toobtainand maintain taxdeductibility andexemptions.
Tax Consequence. It is intended that the Merger constitute a taxable sale of assets and liquidation of the Company under the Code, and the Parties hereto agree to treat the Merger consistently with this intention for all purposes at all times prior to and following the Closing, unless required to do otherwise by law. Prior to the Effective Time, the following will occur: Parent will create a wholly-owned subsidiary ("S1") which will create two wholly-owned subsidiaries ("S2" and "S3"); Parent will contribute the stock of Merger Sub to S1; and Parent will cause S1 to contribute 50% of the stock of Merger Sub to each of S2 and S3.
Tax Consequence. Participant understands and acknowledges that it may experience adverse federal, state, and/or local tax consequences resulting from or related to the performance of this Agreement. Participant acknowledges and agrees that Agency and City are in no manner responsible or liable for any of Participant’s federal, state, or local tax liabilities arising out of, or in any way related to, this Agreement.
Tax Consequence. For federal income tax purposes, this transaction is intended to constitute a "reorganization" within the meaning of Section 368 of the Internal Revenue Code, and the parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of LNPI, LNPI Shareholder, the Company, or Company Shareholders have taken or failed to take, and after the Closing Date, LNPI shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.
