2Tax Matters Clause Samples

2Tax Matters. (a) This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for the Merger and for purposes of Sections 354, 361 and 368 of the Code, and the Parties hereby adopt it as such. From and after the date of this Agreement and until the Effective Time, each Party shall use its reasonable best efforts to ensure that the Contribution, Distribution and Merger will have the U.S. federal income Tax treatment described in the “Intended Tax Treatment” as defined in the Form of Tax Matters Agreement included as Exhibit B hereto (the “Intended Tax Treatment”) and shall not take any action, cause or permit any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could prevent the Intended Tax Treatment. (b) Each of Mercury, SpinCo and Gold shall cooperate with one another and shall use its reasonable best efforts to cause Mercury to obtain a written opinion of Tax Counsel, reasonably satisfactory in form and substance to Mercury (the “Distribution Tax Opinion”), dated as of the Closing Date, regarding the U.S. federal income Tax treatments of the Contribution and Distribution set forth in clauses (a) through (f) of the definition of “Intended Tax Treatment” as defined in the Form of Tax Matters Agreement included as Exhibit B hereto. In delivering the Distribution Tax Opinion, Tax Counsel shall be entitled to receive and rely upon the Gold Distribution Tax Representations and the Mercury Distribution Tax Representations. ▇▇▇▇▇▇▇ shall provide draft copies of the Gold Distribution Tax Representations and the Mercury Distribution Tax Representations to Gold no later than fifteen (15) days before ▇▇▇▇▇▇▇ intends to finalize such representations, Gold shall provide any comments within ten (10) days of receipt of such draft copies, and Mercury shall determine in its reasonable discretion whether to incorporate any comments so received. (c) Each of Mercury, SpinCo and Gold shall cooperate with one another and shall use its reasonable best efforts to cause Mercury to obtain a written opinion of Tax Counsel (the “Mercury Merger Tax Opinion”) and Gold to obtain a written opinion of Gold Tax Counsel (the “Gold Merger Tax Opinion”) reasonably satisfactory in form and substance to Mercury and Gold, respectively, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or r...