Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).
The parties hereto 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 Income Tax Regulations.
Further, the Administrative Agent is indemnified under SS 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under SS 1441 of the Internal Revenue Code.
The reasonable belief shall be based upon the application of section 217 and the regulations thereunder in Part 1 of this chapter (Income Tax Regulations).
For all purposes of the Plan and any option granted hereunder, "employment" shall be defined in accordance with the provisions of Section421-7(h) of the Income Tax Regulations (or any successor regulations).