Common use of U.S. Tax Matters Clause in Contracts

U.S. Tax Matters. For United States federal income tax purposes, the parties intend to adopt this Agreement and the Plan of Arrangement as a plan of reorganization and intend that the Arrangement as set forth in the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the Code, each party hereto agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the Code for all United States federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code. Notwithstanding the foregoing, in the event that Lynden has insufficient funds at the Effective Date to satisfy payment obligations to Dissenting Shareholders, the payment of funds by Earthstone Acquisition to Dissenting Shareholders (an “Earthstone Acquisition Payment”) shall not be prohibited by this Section 2.7. Unless (i) an Earthstone Acquisition Payment is made, (ii) otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or (iii) otherwise required pursuant to applicable Laws, each of the parties shall report the transactions contemplated by this Agreement as a “reorganization” within the meaning of Section 368(a) of the Code (to the extent that the transaction is reportable under the Code) and shall not take any position that is contrary to such treatment. Notwithstanding the foregoing, neither Earthstone nor Lynden makes any representation, warranty or covenant to any other party or to any Lynden Shareholder or other holder of Lynden securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) or any holder of shares of Earthstone Common Stock or securities regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the Code or as a tax deferred reorganization for purposes of any United States state or local income tax law.”

U.S. Tax Matters. For United States federal income tax purposesThe Arrangement is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, the parties intend to adopt and this Agreement and the Plan of Arrangement as are intended to constitute a “plan of reorganization reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and intend 361 of the Code and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the Arrangement as set forth in transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that , including, if necessary, and upon the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) request of the CodeParties, each party restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto agrees to shall treat the Arrangement as a reorganization “reorganization” within the meaning of Section 368(a) of the Code for all United States federal income tax purposes, and agrees to shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, for all U.S. federal income tax purposes, and shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Notwithstanding the foregoing, Except as otherwise provided in this Agreement and in the event that Lynden has insufficient funds at the Effective Date to satisfy payment obligations to Dissenting Shareholders, the payment Plan of funds by Earthstone Acquisition to Dissenting Shareholders (an “Earthstone Acquisition Payment”) shall not be prohibited by this Section 2.7. Unless (i) an Earthstone Acquisition Payment is made, (ii) otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or (iii) otherwise required pursuant to applicable LawsArrangement, each of Party hereto shall act in a manner that is consistent with the parties shall report Parties’ intention that the transactions contemplated by this Agreement Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code (to the extent that the transaction is reportable under the Code) for all U.S. federal income tax purposes, and shall not take any position action, or knowingly fail to take any action, including any action that is contrary reasonably requested by the other Party if such action or failure to such treatmentact would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing, neither Earthstone nor Lynden Party makes any representation, warranty or covenant to any the other party Party or to any Lynden Nomad Shareholder, Purchaser Shareholder or other holder of Lynden Nomad securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) or any holder of shares of Earthstone Common Stock or securities regarding the U.S. federal income tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the Code or as a tax tax-deferred reorganization for purposes of any United States state or local income tax lawLaw.”

U.S. Tax Matters. For United States federal income tax purposes, The Arrangement is intended to qualify as a reorganization within the parties intend to adopt meaning of Sections 368(a) of the Code and this Agreement and the Plan of Arrangement as are intended to be a "plan of reorganization reorganization" within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and intend 361 of the Code , and the Parties will cooperate on a reasonable basis consistent with the Parties' intention that the Arrangement as set forth in transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) , including, if necessary, restructuring such transactions to include one or more amalgamations of the Code, each party Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of Purchaser. Each Party hereto agrees to shall treat the Arrangement as a reorganization within the meaning of Section 368(a) of the Code for all United States U.S. federal income tax purposes, and agrees to shall treat this Agreement and the Plan of Arrangement as a “"plan of reorganization” " within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, and shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Notwithstanding the foregoing, Except as otherwise provided in this Agreement and in the event that Lynden has insufficient funds at the Effective Date to satisfy payment obligations to Dissenting Shareholders, the payment Plan of funds by Earthstone Acquisition to Dissenting Shareholders (an “Earthstone Acquisition Payment”) shall not be prohibited by this Section 2.7. Unless (i) an Earthstone Acquisition Payment is made, (ii) otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or (iii) otherwise required pursuant to applicable LawsArrangement, each of Party hereto shall act in a manner that is consistent with the parties shall report Parties' intention that the transactions contemplated by this Agreement Arrangement be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code (to the extent that the transaction is reportable under the Code) for all U.S. federal income tax purposes, and shall not take any position that is contrary action, or knowingly fail to take any action, if such treatmentaction or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing, neither Earthstone nor Lynden Party makes any representation, warranty or covenant to any the other party Party or to any Lynden Detour Shareholder, Purchaser Shareholder or other holder of Lynden Detour securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) or any holder of shares of Earthstone Common Stock or securities regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the Code or as a tax tax-deferred reorganization for purposes of any United States state or local income tax lawLaw.”

U.S. Tax Matters. For United States federal income tax purposes, the parties intend The Arrangement is intended to adopt this Agreement and the Plan of Arrangement as a plan of reorganization and intend that the Arrangement as set forth in the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that U.S. Tax Code and this Agreement and the Plan of Arrangement meets the requirements are intended to constitute a “plan of a reorganization reorganization” within the meaning of the Treasury Regulations promulgated under Section 368(a) 368 of the U.S. Tax Code, each party . Each of the Parties hereto agrees to shall treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States U.S. federal and applicable state income tax purposes, and agrees to shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. Notwithstanding the foregoing, in the event that Lynden has insufficient funds at the Effective Date to satisfy payment obligations to Dissenting Shareholders, the payment of funds by Earthstone Acquisition to Dissenting Shareholders (an “Earthstone Acquisition Payment”) and shall not be prohibited by this Section 2.7. Unless (i) an Earthstone Acquisition Payment is madetake any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, (ii) unless otherwise required pursuant by applicable tax law. Each Party hereto agrees to act in a “determination” within manner that is consistent with the meaning of Section 1313(a) of Parties’ intention that the Code, or (iii) otherwise required pursuant to applicable Laws, each of the parties shall report the transactions contemplated by this Agreement Arrangement be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the U.S. Tax Code (to the extent that the transaction is reportable under the Code) for all United States federal income tax purposes. The Parties and their affiliates shall not take undertake any position transactions following the Effective Date that is contrary could reasonably be expected to such disqualify the contemplated transactions from the intended tax treatment. Notwithstanding the foregoing, neither Earthstone nor Lynden Party hereto makes any representation, warranty or covenant to any other party Party or to any Lynden APM Shareholder, Xxxxxxxxxxx Shareholder or other holder of Lynden APM securities or Xxxxxxxxxxx securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) or any holder of shares of Earthstone Common Stock or securities regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code or as a tax tax-deferred reorganization for purposes of any United States state or local income tax law.”

U.S. Tax Matters. For United States federal income tax purposes, the parties intend The Arrangement is intended to adopt this Agreement and the Plan of Arrangement as a plan of reorganization and intend that the Arrangement as set forth in the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that U.S. Tax Code and this Agreement and the Plan of Arrangement meets the requirements are intended to constitute a “plan of a reorganization reorganization” within the meaning of the Treasury Regulations promulgated under Section 368(a) 368 of the U.S. Tax Code, each party . Each of the Parties hereto agrees to shall treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States U.S. federal and applicable state income tax purposes, and agrees to shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. Notwithstanding the foregoing, in the event that Lynden has insufficient funds at the Effective Date to satisfy payment obligations to Dissenting Shareholders, the payment of funds by Earthstone Acquisition to Dissenting Shareholders (an “Earthstone Acquisition Payment”) and shall not be prohibited by this Section 2.7. Unless (i) an Earthstone Acquisition Payment is madetake any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, (ii) unless otherwise required pursuant by applicable tax law. Each Party hereto agrees to act in a “determination” within manner that is consistent with the meaning of Section 1313(a) of Parties’ intention that the Code, or (iii) otherwise required pursuant to applicable Laws, each of the parties shall report the transactions contemplated by this Agreement Arrangement be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the U.S. Tax Code (to the extent that the transaction is reportable under the Code) for all United States federal income tax purposes. The Parties and their affiliates shall not take undertake any position transactions following the Effective Date that is contrary could reasonably be expected to such disqualify the contemplated transactions from the intended tax treatment. Notwithstanding the foregoing, neither Earthstone nor Lynden Party hereto makes any representation, warranty or covenant to any other party Party or to any Lynden Numinus Shareholder, Novamind Shareholder or other holder of Lynden Numinus securities or Novamind securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) or any holder of shares of Earthstone Common Stock or securities regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code or as a tax tax-deferred reorganization for purposes of any United States state or local income tax law.”