Tax Free. The exchange of ZAG Shares for Company Shares will be deemed by the parties to be a tax free exchange.
Tax Free. Annuities The Committee agrees it is desirable to allow persons in the bargaining unit to take advantage of the federal law concerning tax-free annuities and shall take such steps as are necessary and pos- sible to implement this program. The company or companies providing the coverage shall be mutually agreed upon by the parties.
Tax Free. The exchange of Notes for Exchanged Shares will be deemed by the parties to be a tax free exchange.
Tax Free. The exchange of PWS Shares for Company Shares will be deemed by the parties to be a tax free exchange.
Tax Free. The parties shall use commercially reasonable efforts to -------- structure the Option Closings so that they qualify as "tax-free" reorganizations under the Internal Revenue Code of 1986, as amended, provided, however, that the foregoing shall not require ART to delay any Closing relating to all of the Granted Auction Licenses and Pending Auction Licenses for more than forty five (45) days.
Tax Free. Notwithstanding anything stated in this Agreement, the sale and transfer of assets from Response to OHAWB as described herein is intended to be made in contemplation of a plan and therefore free of any stamp tax or similar tax pursuant to SECTION 1146(c) of the Bankruptcy Code.
Tax Free. REORGANIZATION None of Azurel, Azurel Sub nor any entity affiliated therewith: (i) has undertaken the obligation to investigate as to whether Azurel, Azurel Sub or any entity affiliated therewith has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (ii) makes any representation or warranty as to the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code. Based on the foregoing, to the knowledge of Azurel and Azurel Sub, none of Azurel, Azurel Sub nor any entity affiliated therewith has taken or agreed to take any action or is aware of any fact or circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code.
Tax Free. Exchange Seller may wish to dispose of the Real Property by means of an exchange for like-kind property qualifying for tax-free treatment pursuant to Section 1031 of the Code. Karrington agrees to cooperate with Seller in effecting a qualifying like-kind exchange through a trust or other means determined by Seller. Seller shall bear the additional transaction costs, if any, attributable to the consummation of a qualifying exchange. Seller shall hold Karrington harmless from any risk or liability that Karrington might incur in cooperating with Seller. In such an exchange, Karrington shall not be required to take title to any property other than the Real Property. Any such exchange shall not affect the time for Closing set forth in this Agreement. The remainder of this page is intentionally left blank.
Tax Free. The exchange of D2Fusion Shares for the Enwin Shares will be deemed by the parties to be a tax free exchange.
Tax Free. The exchange of the SD Shares for the Company Shares will be deemed by the parties to be a tax free exchange.
