Common use of Accounting Matters; Tax Treatment Clause in Contracts

Accounting Matters; Tax Treatment. Neither Parent nor any of its affiliates, has taken or agreed to take any action or, after consultation with PriceWaterhouseCoopers, its independent auditors, is aware of any fact or circumstance relating to Parent or its subsidiaries that would (a) prevent the Merger from qualifying as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations, or (b) prevent the Merger from qualifying as a re-organization within the meaning of Section 368 of the Code. Parent has not failed to bring to the attention of the Company any actions, agreements or understandings, whether written or oral, that would be reasonably likely to prevent Parent from accounting for the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations.

Accounting Matters; Tax Treatment. Neither Parent the Company nor any of its affiliates, affiliates has taken or agreed to take any action oraction, or after consultation with PriceWaterhouseCoopersXxxxxx Xxxxxxxx LLP, its independent auditors, is aware of any fact or circumstance relating to Parent the Company or any of its subsidiaries subsidiaries, that would (ai) prevent the Merger from qualifying as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations, regulations or (bii) prevent the Merger from qualifying as a re-organization reorganization within the meaning of Section 368 of the Code. Parent The Company has not failed to bring to the attention of the Company Parent any actions, agreements or understandings, whether written or oral, that would could be reasonably likely asserted to prevent Parent from accounting for the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations.