Treatment of Transaction. It has not prepared any financial statement which accounts for the transactions contemplated hereby in any manner other than the sale of the Purchased Contracts by it, and it has not in any other respect accounted for or treated the transactions in the Purchased Contracts by it contemplated hereby (including but not limited to accounting and tax reporting purposes) in any manner other than as a sale of, or absolute assignment of, its full right, title and ownership interest in, the Purchased Contracts, to Recco.
Treatment of Transaction. Unless waived by the Holders on or before the Closing Date, the Holders shall receive the advisement of their counsel in form and content satisfactory to it that the transactions called for by this Agreement will satisfy the conditions and will be eligible for the treatment afforded pursuant to Section 351 and/or 368 of the Internal Revenue Code of 1986, as amended to date.
Treatment of Transaction. On or before the Closing Date, the Acquiror shall receive the advisement of its counsel or other source of expert advice with respect to Federal income tax matters to the effect that the exchange transaction provided for in this Agreement will satisfy the conditions and will be eligible for the treatment afforded pursuant to Section 351 and/or Section 368 of the Internal Revenue Code of 1986, as amended to date.
Treatment of Transaction. Each of the Parties acknowledges and agrees that for U.S. federal and as applicable, state and local Tax purposes, they each intend that the acquisition of the Company shall be treated as a ‘reorganization’ under Section 368(a) of the Code. Each of the Parties hereto agrees that they will report the Transactions for U.S. federal and applicable state and local tax purposes, and will each file all Tax Returns (and cause each of their affiliates to file all Tax Returns) in a manner consistent with the intentions described in this paragraph, unless otherwise required by a Taxing Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code.
Treatment of Transaction. SymmetriCom and Purchaser ----------------------------- shall, and shall cause their respective Affiliates to, treat the Merger for all Tax purposes as a purchase by Purchaser from SymmetriCom of the Company's capital stock.
Treatment of Transaction. It is intended that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code and that this Agreement shall constitute a “plan of reorganization” for the purposes of Section 368 of the Code.
Treatment of Transaction. Purchaser and Seller shall treat and report the purchase and sale of the Common Interest at the Closing contemplated herein on all tax returns and in all proceedings involving any federal, state or local tax authorities as a purchase and sale of the Common Interest and not as a purchase of the Properties from, or equity interests in, the Owners, except as may be required by a “determination” as defined in Section 1313(a) of the Code.
Treatment of Transaction. The Parties acknowledge and agree that Company is disregarded as an entity separate from Seller for U.S. federal income tax purposes, and thus that the transaction contemplated by this Agreement will constitute a purchase and sale of the Transferred Assets for U.S. federal income tax purposes. Purchaser and Seller further acknowledge and agree that they will file all Tax Returns in accordance with this Section 11.1, and will not make any inconsistent statement or take any inconsistent position on any Tax Return, in any refund claim, or during the course of any Tax Proceeding, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Each Party will notify the other if it receives notice that the IRS proposes a treatment of the transaction contemplated by this Agreement that is different from the treatment contemplated in this Section 11.1; provided, however, that the Parties acknowledge and agree that (i) nothing contained in this Section 11.1 shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the treatment of the transaction contemplated by this Agreement, and (ii) neither Seller nor any of its Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to the treatment contemplated in this Section 11.1 by any Taxing Authority.
Treatment of Transaction. Subject to Sections 5.6 and 5.7 below, RSL shall use its reasonable efforts in good faith to ensure, in consultation with counsel and to reconcile with RSL's business goals and objectives, that it shall not perform any action between the date of this Agreement and the Final Closing, including, without limitation, performance of any transaction involving or relating to shares of ITG, that would impair the treatment of the transaction contemplated herein as a reorganization within the meaning of Internal Revenue Code Secion 368(a)(1)(B).
Treatment of Transaction. Purchaser shall treat and report the purchase and sale of the Acquired Interests at the Closing contemplated herein on all Tax Returns and in all proceedings involving any federal, state or local tax authorities as a purchase and sale of the Acquired Interests and not as a purchase of the Property from the Property Owner, provided that Property Owner shall be permitted to make the election to adjust basis as provided in Section 754 of the Code with respect to the JV Interests.
