Additional Representations Relating to Tax Matters Sample Clauses

Additional Representations Relating to Tax Matters. (a) Parent represents solely for tax purposes now, and as of the Closing Date, as follows: (i) it presently intends to continue the Company's historic business or use a significant portion of the Company's business assets in business in a manner that satisfies the continuity of business enterprise requirement set forth in Treasury Regulation Section 1.368-1(d); (ii) it has no present plan or intention to cause the Company to issue additional shares of stock after the Merger, or take any other action, that would result in Parent losing "control" (within the meaning of Section 368(c)) of the Company; and (iii) except for reorganizations described in Section 368(a)(1)(F) of the Code, it has no present plan or intention to liquidate the Company, to merge the Company into another corporation including Parent affiliates, to sell, distribute or otherwise dispose of the capital stock of the Company except for transfers of stock described in Section 368(a)(2)(C) or Treasury Regulation Section 1.368-2(k)(2); or to cause the Company to sell or otherwise dispose of any of its assets or of any of the assets acquired from Merger Sub except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) or Treasury Regulation Section 1.368-2(k(2). (b) Prior to the Merger, Parent will be in "control" of Merger Sub within the meaning of Section 368(c) of the Code. (c) Except where, in the opinion of tax counsel to Parent, there is not "substantial authority", as defined in Section 6662 of the Code, to support such a position, the parties shall not take a position on any tax returns inconsistent with the treatment of the Merger for tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(E) of the Code and the exchange of Company Capital Stock by the Stockholders for Parent Common Stock pursuant to Section 1.7 as an exchange under Section 354(a) of the Code. Following the Merger, the parties will comply with the record-keeping and information filing requirements of Treasury Regulation Section 1.368-3. (d) Nothing contained in this Agreement shall constitute a representation or warranty by Parent or Merger Sub with respect to the tax consequences of the Merger or this Agreement for the Company or its Stockholders.

Additional Representations Relating to Tax Matters. Each of the Senior -------------------------------------------------- Secured Debt Purchasers, severally and not jointly, makes the representations and warranties set forth in the attached Schedule 3.2(j)-A and each of the Signatory Debtholders, severally and not jointly, makes the representations and warranties set forth in the attached Schedule 3.2(j)-B. Such representations are furnished by the respective Investors in connection with the rendering of opinions to the Company by Xxxxx, Xxxxx & Xxxxx and/or other advisors concerning the tax consequences to the Company of the Recapitalization Transactions (the "Opinions"). Each Investor, severally and not jointly, represents that, after due investigation by such Investor with respect to the representations made by such Investor, the representations made by such Investor are true to the knowledge of such Investor on the date hereof, and, if requested by the Company prior to the later to occur of the Debt Exchange Closing Date or the Convertible Subordinated Debt Placement Closing Date such Investor will advise the Company if any such matter becomes known to such Investor to be untrue. Each Investor understands that Xxxxx, Xxxxx & Xxxxx and/or other advisors of the Company will rely on the accuracy of the representations made by such Investor in rendering the Opinions and that the Opinions will be expressly conditioned on the accuracy of the representations made by such Investor as of the date of the Opinions.