Common use of Tax and Accounting Consequences Clause in Contracts

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with with, and is relying upon, its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, consequences of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties Parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement (ii) qualify for accounting treatment as a plan of reorganizationpurchase. Each party Party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended and (the "Code"b) and the parties hereby adopt this Agreement be accounted for as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergerpurchase.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby 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. Each party to this Agreement has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, consequences of the Merger. It is intended by the parties hereto that the Merger shall be treated as a "purchase" for accounting purposes.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as constitute a plan of reorganizationpurchase for accounting purposes. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization). Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.I.13

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby adopt shall not take a position on any tax returns inconsistent with this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the MergerSection 1.11.

Tax and Accounting Consequences. It is intended by the parties hereto ------------------------------- that the Merger shall constitute a "reorganization" and that this Agreement be treated as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement be accounted for as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergerpurchase.

Tax and Accounting Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement be accounted for as a plan pooling of reorganizationinterests. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.ARTICLE II

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended and (the "Code"b) and the parties hereby adopt this Agreement qualify for accounting treatment as a plan pooling of reorganizationinterests. Each party has consulted The parties shall not take a position on any tax returns inconsistent with its own this Section 1.11. In addition, Parent and Merger Sub agree to execute a tax advisors and accountants representation certificate consistent with respect to the tax and accounting consequences, respectively, this treatment of the Merger.Merger in the form attached hereto as Exhibit K.

Tax and Accounting Consequences. It is intended by the parties ------------------------------- hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") ---- (and the parties hereby adopt this Agreement as is intended to constitute a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, reorganization for purposes of Section 368 of the MergerCode) and (ii) qualify for accounting treatment as a pooling of interests.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code") and ). The satisfaction of the Compensation Plan Arrangements as provided for in this Agreement shall result in a tax withholding obligation the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted intend to satisfy in accordance with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the MergerSection 1.12 below.

Tax and Accounting Consequences. It is intended by the parties hereto ------------------------------- that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby hereto adopt this Agreement as a “plan of reorganization. Each party has consulted with its own tax advisors ” within the meaning of Sections 1.368-2(g) and accountants with respect to the tax and accounting consequences, respectively, 1.368-3(a) of the MergerUnited States Income Tax Regulations. It is intended by the parties hereto that the Merger shall be treated for accounting purposes as a purchase.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby hereto adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.a

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganizationamended. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall will constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") ), and the parties intend to report the Merger consistent therewith. The parties hereto hereby adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors " within the meaning of Section 1.368-2(g) and accountants with respect to the tax and accounting consequences, respectively, 1.368-3(a) of the MergerUnited States Treasury Regulations.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") (and the parties hereby adopt this Agreement as is intended to constitute a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, reorganization for purposes of Section 368 of the MergerCode).

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby hereto adopt this Agreement as a “plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to ” within the tax and accounting consequences, respectively, meaning of the Mergersuch Section.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall will (i) constitute a tax-free reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement (ii) be accounted for as a plan pooling of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergerinterests business combination for financial reporting purposes.

Tax and Accounting Consequences. It is intended by the parties ------------------------------- hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the ---- (ii) be accounted for financial reporting purposes as a purchase. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to " within the tax and accounting consequences, respectively, meaning of the Merger.Sections

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergersection 368.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby hereto adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors " within the meaning of Section 1.368-2(g) and accountants with respect to the tax and accounting consequences, respectively, 1.368-3(a) of the MergerUnited States Income Tax Regulations.

Tax and Accounting Consequences. It is intended by the parties hereto that ------------------------------- the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as is intended to constitute a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, reorganization for purposes of Section 368 of the MergerCode).

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby hereto adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors " within the meaning of Sections 1.368-2(g) and accountants with respect to the tax and accounting consequences, respectively, 1.368-3(a) of the MergerUnited States Income Tax Regulations. No party to this Agreement shall take any action inconsistent with such treatment.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended and (the "Code"ii) and the parties hereby adopt this Agreement qualify for accounting treatment as a plan pooling of reorganizationinterests. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that ------------------------------- the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties Parties hereto that the Merger shall constitute (i) qualify as part of a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement (ii) qualify for accounting treatment as a plan of reorganizationpurchase. Each party Party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto The Parties intend that the Merger ------------------------------- shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code Code, and each of 1986, the Parties will use its commercially reasonably efforts to cause the Merger to be treated as amended (the "Code") and the parties hereby such a reorganization. The Parties adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors " within the meaning of Sections 1.368-2(g) and accountants with respect to the tax and accounting consequences, respectively, 1.368-3(a) of the MergerUnited States Income Tax Regulations.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the . The parties hereby hereto adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to " within the tax and accounting consequences, respectively, meaning of the Mergersuch Section.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall shall: (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986and (ii) to the extent possible, as amended (the "Code") and the parties hereby adopt this Agreement qualify for accounting treatment as a plan pooling of reorganizationinterests. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.. 1.13

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the ). The parties hereby hereto adopt this Agreement as a "plan of reorganization. Each party has consulted with its own tax advisors " within the meaning of Sections 1.368- 2(g) and accountants with respect to the tax and accounting consequences, respectively, 1.368-3(a) of the MergerUnited States Income Tax Regulations.

Tax and Accounting Consequences. It is intended by the parties hereto ------------------------------- that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the ------------------------------- parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as constitute a plan of reorganizationpurchase for accounting purposes. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended and (the "Code"ii) and the parties hereby adopt this Agreement be treated for accounting purposes as a plan of reorganizationpurchase. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties ------------------------------- hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement (ii) be accounted for financial reporting purposes as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergerpurchase.

Tax and Accounting Consequences. It is intended by the parties hereto ------------------------------- that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties --------------------------------- hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement as a plan of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. It is intended by the parties hereto ------------------------------- that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended and (the "Code"b) and the parties hereby adopt this Agreement qualify for accounting treatment as a plan pooling of reorganizationinterests. Each party has consulted The parties shall not take a position on any tax returns inconsistent with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergerthis Section 1.11.

Tax and Accounting Consequences. It is intended by the parties hereto ------------------------------- that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and the parties hereby adopt this Agreement ---- (ii) qualify for accounting treatment as a plan pooling of reorganization. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Mergerinterests.