Income Tax Treatment of the Transactions Sample Clauses

Income Tax Treatment of the Transactions. It is intended that the ---------------------------------------- following transactions, which are occurring simultaneously, will be treated as exchanges qualifying under (S)351 of the Code: (i) the transfer of the Company Shares by the Stockholders in exchange for Buyer Common Stock and cash pursuant to this Agreement, (ii) the acquisition by Buyer of all of the issued and outstanding capital stock of Xxxxxx-American pursuant to the Other Agreement (such acquisition, the "Xxxxxx-American Acquisition") and (iii) --------------------------- the sale of Buyer Common Stock for cash in the IPO. All of the parties to this Agreement agree to report the aforementioned transactions, for all purposes, consistently with the foregoing.
Sample 1
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Income Tax Treatment of the Transactions. It is intended that the following transactions which are occurring simultaneously, will be treated as an exchange qualifying under Section 351 of the Code: (a) the transfer of the Company Shares by the Company Shareholders in exchange for Parent Common Stock and cash pursuant to this Agreement; (b) the transfer of GTRI shares by the GTRI shareholders in exchange for Parent Common Stock and cash pursuant to the GTRI Agreement; (c) the transfer of FS shares by the FSI shareholders in exchange for Parent Common Stock and cash pursuant to the FS Agreement; and (d) the sale of Parent Common Stock for cash in the IPO. All of the parties to this Agreement agree to report the aforementioned transactions, for all purposes, consistently with the foregoing.
Sample 1
Income Tax Treatment of the Transactions. It is intended that the ---------------------------------------- following transactions, which are occurring simultaneously as part of one integrated plan, will be treated as exchanges qualifying under (S)351 of the Internal Revenue Code of 1986, as amended (the "Code"): (i) the transfer of the ---- Company Shares by the Stockholders in exchange for Buyer Common Stock and cash pursuant to this Agreement, (ii) the acquisition by Buyer of all of the issued and outstanding capital stock of Xxxxxxx Enterprises, Inc., a Massachusetts corporation ("Xxxxxxx") pursuant to a certain Stock Purchase Agreement by and ------- among Buyer, Xxxxxxx, and the stockholders of Xxxxxxx (such purchase, the "Xxxxxxx Acquisition") and (iii) the sale of Buyer Common Stock for cash in the -------------------- IPO. All of the parties to this Agreement agree to report the aforementioned transactions, for all purposes, consistently with the foregoing.
Sample 1
Income Tax Treatment of the Transactions. It is intended that the Plan of Organization including the following transactions which are part of the same common plan and which are occurring simultaneously, will be treated an exchange qualifying under Section 351 of the Code: (a) the transfer of the Company Shares by the Company Shareholders in exchange for Parent Common Stock and cash pursuant to this Agreement; (b) the Related Acquisitions; and (c) the sale of Parent Common Stock for cash in the IPO. For U.S. federal income tax purposes, the payment of the Net Cash Consideration to the Company Shareholders shall be treated as the receipt by the Company Shareholders of money pursuant to Section 351(b) of the Code. All of the parties to this Agreement agree to report the aforementioned transactions, for all purposes, consistently with the foregoing.
Sample 1
Income Tax Treatment of the Transactions. It is intended that the following transactions are part of the same common plan, which are occurring simultaneously, and, subject to satisfaction of the control requirements set forth in Section 351(a) of the Code, will be treated as an exchange qualifying under Section 351 of the Code: (a) the purchase and sale of the Purchased Interests pursuant to this Agreement, (b) the transfer of the Contributed Interests by the Sellers in exchange for Buyer Common Stock pursuant to this Agreement; (c) the Delaware Merger; and (d) the issuance of Buyer Common Stock for cash in the IPO. Subject to Buyer’s permitted actions as described in the proviso in the first sentence of Section 4.8, all of the parties to this Agreement agree to report the transactions described above to all any applicable state or federal taxing authorities, for all purposes, consistently with the foregoing.
Sample 1

Related to Income Tax Treatment of the Transactions

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Federal Income Tax Treatment of the Trust (a) For so long as the Trust has a single owner for federal income tax purposes, it will, pursuant to Treasury Regulations promulgated under section 7701 of the Code, be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded.

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Tax Treatment; Reporting Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price for Tax purposes.

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

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