Common use of Accounting Matters; Tax Treatment Clause in Contracts

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