Common use of Accounting and Tax Matters Clause in Contracts

Accounting and Tax Matters. As of the date hereof, neither Parent nor any of its affiliates has taken or agreed to take any action, nor do the executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. As Neither Parent nor, to the knowledge of the date hereofExecutive Officers of the Parent, neither Parent nor any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. As of the date hereof, neither Parent nor any of its affiliates has taken or agreed to take any action, nor do the executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. As To the Knowledge of the date hereofParent, neither Parent nor any of its affiliates has taken or agreed to take any action, nor do the executive officers of Parent have any knowledge of any fact or circumstance, action that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" from being accounted for under the pooling of interests accounting method or would prevent the Merger and the other transactions contemplated by this Agreement from constituting a transaction qualifying as a "reorganization" within reorganization under Section 368(a) of the meaning Code. To the Knowledge of Parent, there are no agreements, plans or other circumstances that would prevent the Merger from qualifying under Section 368(a) of the Code.

Accounting and Tax Matters. As of the date hereof, neither Neither Parent nor any of its affiliates Subsidiaries -------------------------- or Pooling Affiliates has taken or agreed to take any action, nor do the Parent's executive officers of Parent have any actual knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" in accordance with the Pooling Requirements or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. As of the date hereof, neither Neither Parent nor any of its affiliates Subsidiaries has taken or agreed to take any action, nor do the executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this the Agreement from qualifying as a "reorganizationReorganization" within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. As of the date hereof, neither Parent nor any of its affiliates has taken or agreed to take any action, nor do does the executive officers Chief Financial Officer of Parent have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement or the Voting Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.