Common use of Accounting, Tax and Regulatory Matters Clause in Contracts

Accounting, Tax and Regulatory Matters. Except as Previously -------------------------------------- Disclosed, no TARGET Company or any Affiliate thereof has taken any action or has any Knowledge of any fact or circumstance that is reasonably likely to (a) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b) of this Agreement or result in the imposition of a condition or restriction of the referred to in the second sentence of such Section. To the Knowledge of TARGET, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 8.1(b) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(b).

Accounting, Tax and Regulatory Matters. Except as Previously -------------------------------------- Disclosed, no TARGET Company or any Affiliate thereof has taken any action action, or has any Knowledge of any fact or circumstance that is reasonably likely likely, to (a) prevent the transactions contemplated hereby, including including, without limitation, the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b8.1(b) of this Agreement or result in the imposition of a condition or restriction of the type referred to in the second sentence of such Section. To the Knowledge of TARGET, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 8.1(b) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(b).

Accounting, Tax and Regulatory Matters. Except as Previously No PURCHASER Company -------------------------------------- Disclosed, no TARGET Company or any Affiliate thereof has taken any action action, or has any Knowledge of any fact or circumstance that is reasonably likely likely, to (a) prevent the transactions contemplated hereby, including including, without limitation, the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b8.1(b) of this Agreement or result in the imposition of a condition or restriction of the type referred to in the second sentence of such Section. To the Knowledge of TARGETPURCHASER, there exists no fact, circumstance, circumstance or reason why the requisite Consents referred to in Section 8.1(b) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(b).

Accounting, Tax and Regulatory Matters. Except as Previously -------------------------------------- Disclosed, no TARGET No PURCHASER Company or any -------------------------------------- Affiliate thereof has taken any action or has any Knowledge of any fact or circumstance that is reasonably likely to (a) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b9.1(b) of this Agreement or result in the imposition of a condition or restriction of the type referred to in the second sentence of such Section. To the Knowledge of TARGETPURCHASER, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 8.1(b9.1(b) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(b9.1(b).

Accounting, Tax and Regulatory Matters. Except as Previously -------------------------------------- Disclosed, no TARGET No Premier Company or any -------------------------------------- Affiliate thereof has taken any action action, or agreed to take any action, or has any Knowledge of any fact or circumstance that is reasonably likely to (a) prevent the transactions contemplated hereby, including the Merger, from qualifying for pooling-of-interests accounting treatment or treatment as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b9.1(b) of this Agreement or result in the imposition of a condition or restriction of the referred to in the second sentence of such SectionAgreement. To the Knowledge of TARGETPremier, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 8.1(bSections 9.1(b) and (c) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(bSections 9.1(b) and (c).

Accounting, Tax and Regulatory Matters. Except as Previously -------------------------------------- Disclosedset forth in the TARGET Disclosure Letter, no neither TARGET Company or nor any Affiliate thereof has taken any action or has any Knowledge of any fact or circumstance that is reasonably likely to (a) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b9.1(b) of this Agreement or result in the imposition of a condition or restriction of the referred to in the second sentence of such Section. To the Knowledge of TARGET, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 8.1(b9.1(b) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(b9.1(b).

Accounting, Tax and Regulatory Matters. Except as Previously -------------------------------------- Disclosed, no TARGET CROSSROADS Company or any Affiliate thereof has taken any action or has any Knowledge of any fact or circumstance that is reasonably likely to (a) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (b) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 8.1 (b8.1(b) of this Agreement or result in the imposition of a condition or restriction of the type referred to in the second sentence of such Section. To the Knowledge of TARGETCROSSROADS, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 8.1(b) of this Agreement cannot be received in a timely manner without the imposition of any condition or restriction of the type described in the second sentence of such Section 8.1(b).