Accounting Tax Matters. Purchaser is not aware of any fact or circumstance that would (i) prevent the transactions contemplated hereby from qualifying as a tax-free reorganization under the Code, or (ii) prevent the transaction from qualifying for the pooling of interests method of accounting.
Accounting Tax Matters. Until the Managers designate a new “Tax Matters Partner”, Xxxxxxxx Corporation shall be the designated “Tax Matters Partner” within the meaning of Internal Revenue Code § 6231(a)(7) and is authorized to exercise the functions of a Tax Matters Partner under the Internal Revenue Code. The Tax Matters Partner shall be reimbursed for all reasonable expenses associated with its duties as Tax Matters Partner.
Accounting Tax Matters. Neither Parent nor, to its knowledge, any of its affiliates, has through the date hereof, taken or agreed to take any action nor do they have any knowledge of any circumstances which currently exist that would prevent (i) Parent from accounting for the business combination to be effected by the Merger as a "pooling of interests" or (ii) the Merger from qualifying for federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code.
Accounting Tax Matters. Neither the Company nor, to its knowledge, any of its affiliates, has, through the date hereof, taken or agreed to take any action nor do they have knowledge of any fact or circumstance that is reasonably likely to prevent (i) Parent from accounting for the business combination to be effected by the Merger as a "pooling of interests," or (ii) the Merger qualifying for federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code.
Accounting Tax Matters. Section 11.01
Accounting Tax Matters
