Common use of Tax Effects Clause in Contracts

Tax Effects. The parties intend that the transactions ----------- described in this Agreement, the ART Merger Agreement and the Plan of Reorganization constitute a single plan that is treated for federal income tax purposes as an integrated transaction described in and satisfying each of the requirements of Section 351 of the Code and the regulations thereunder (and any similar provisions of state laws) pursuant to which (i) each shareholder of ART is treated as transferring all of its ART stock to Newco in exchange for Newco stock, (ii) each limited partner of NRLP, other than ART (and its wholly owned subsidiaries), is treated as transferring all of its NRLP Units to Newco in exchange for Newco stock and (iii) immediately after the transactions described in (i) and (ii), the former shareholders of ART and the former limited partners of NRLP, other than ART (and its wholly owned subsidiaries), as a group, are in "control" of Newco (as such term is defined in Section 368(c) of the Code). The parties intend that no transactions other than the transactions described in this Agreement, the ART Merger Agreement and the Plan of Reorganization be considered part of the integrated transaction for purposes of determining the group in "control" of Newco immediately after these transactions.

Tax Effects. The parties intend that the transactions described ----------- described in this Agreement, the ART Merger Agreement and the Plan of Reorganization NRLP Merger Agreement constitute a single plan that is treated for federal income tax purposes as an integrated transaction described in and satisfying each of the requirements of Section 351 of the Code and the regulations thereunder (and any similar provisions of state laws) pursuant to which (i) each shareholder of ART is treated as transferring all of its ART stock to Newco in exchange for Newco stock, (ii) each limited partner of NRLP, other than ART (and its wholly owned subsidiaries), is treated as transferring all of its NRLP Units to Newco in exchange for Newco stock and (iii) immediately after the transactions described in (i) and (ii), the former shareholders of ART and the former limited partners of NRLP, other than ART (and its wholly owned subsidiaries), as a group, are in "control" of Newco (as such term is defined in Section 368(c) of the Code). The parties intend that no transactions other than the transactions described in this Agreement, the ART Merger Agreement and the Plan of Reorganization NRLP Merger Agreement be considered part of the integrated transaction for purposes of determining the group in "control" of Newco immediately after these transactions.

Tax Effects. The parties intend that the transactions ----------- described in this Agreement, the ART NRLP Merger Agreement and the Plan of Reorganization constitute a single plan that is treated for federal income tax purposes as an integrated transaction described in and satisfying each of the requirements of Section 351 of the Code and the regulations thereunder (and any similar provisions of state laws) pursuant to which (i) each shareholder of ART is treated as transferring all of its ART stock to Newco in exchange for Newco stock, (ii) each limited partner of NRLP, other than ART (and its wholly owned subsidiaries), is treated as transferring all of its NRLP Units to Newco in exchange for Newco stock and (iii) immediately after the transactions described in (i) and (ii), the former shareholders of ART and the former limited partners of NRLP, other than ART (and its wholly owned subsidiaries), as a group, are in "controlAcontrol" of Newco (as such term is defined in Section 368(c) of the Code). The parties intend that no transactions other than the transactions described in this Agreement, the ART NRLP Merger Agreement and the Plan of Reorganization be considered part of the integrated transaction for purposes of determining the group in "controlAcontrol" of Newco immediately after these transactions.

Tax Effects. The parties intend that the transactions ----------- described in this Agreement, the ART NRLP Merger Agreement and the Plan of Reorganization constitute a single plan that is treated for federal income tax purposes as an integrated transaction described in and satisfying each of the requirements of Section 351 of the Code and the regulations thereunder (and any similar provisions of state laws) pursuant to which (i) each shareholder of ART is treated as transferring all of its ART stock to Newco in exchange for Newco stock, (ii) each limited partner of NRLP, other than ART (and its wholly owned subsidiaries), is treated as transferring all of its NRLP Units to Newco in exchange for Newco stock and (iii) immediately after the transactions described in (i) and (ii), the former shareholders of ART and the former limited partners of NRLP, other than ART (and its wholly owned subsidiaries), as a group, are in "control" of Newco (as such term is defined in Section 368(c) of the Code). The parties intend that no transactions other than the transactions described in this Agreement, the ART NRLP Merger Agreement and the Plan of Reorganization be considered part of the integrated transaction for purposes of determining the group in "control" of Newco immediately after these transactions.