Common use of Accounting and Tax Treatment Clause in Contracts

Accounting and Tax Treatment. Each party undertakes and agrees to use its reasonable efforts to cause the Merger to qualify for treatment as a "reorganization" within the meaning of Section 368(a), including Section 368(a)(1)(A) and (a)(2)(D), of the Code for federal income tax purposes, and each party covenants and agrees that each representation made by such party in the certificates executed by or on behalf of such party and attached to the tax opinion of Xxxxxx & Xxxxxxxx referred to in Section 9.1(c) is true and correct. Notwithstanding the foregoing, no party shall have any liability to any other party in the event the Merger ultimately is determined not to qualify as a "reorganization" within the meaning of Section 368(a) of the Code as a result of a breach of any covenant or representation in such certificates by the Shareholders.

Accounting and Tax Treatment. Each party undertakes and agrees to use its reasonable efforts to cause the Merger to qualify for treatment as a "reorganization" within the meaning of Section 368(a), including Section 368(a)(1)(A368(a)(1)(D) and (a)(2)(D), of the Code for federal income tax purposes, and each party covenants and agrees that each representation made by such party in the certificates executed by or on behalf of such party and attached to the tax opinion of Xxxxxx & Xxxxxxxx referred to in Section 9.1(c) is true and correct. Notwithstanding the foregoing, no party shall have any liability to any other party in the event the Merger ultimately is determined not to qualify as a "reorganization" within the meaning of Section 368(a) of the Code as a result of a breach of any covenant or representation in such certificates by the Shareholders.