Common use of Affiliates; Pooling; Tax Treatment Clause in Contracts

Affiliates; Pooling; Tax Treatment. (a) The Company will use reasonable efforts to obtain an executed letter agreement substantially in the form of ANNEX C hereto from (i) each Person identified in Section 4.22 of the Company's Disclosure Schedule within 15 days following the execution and delivery of this Agreement and (ii) from any Person who, to the Company's Knowledge, may be deemed to have become an Affiliate of the Company after the date of this Agreement and prior to the Effective Time as soon as practicable after attaining such status. (b) Acquiror will use reasonable efforts to obtain an executed letter agreement substantially in the form of ANNEX D hereto from (i) each Person identified in Section 5.11 of Acquiror's Disclosure Schedule within 15 days following the execution and delivery of this Agreement and (ii) from any Person who, to Acquiror's Knowledge, may be deemed to have become an Affiliate of Acquiror after the date of this Agreement and prior to the Effective Time as soon as practicable after attaining such status. (c) Acquiror Companies will not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be Affiliates of the Company pursuant to Rule 145 under the Securities Act. (d) Acquiror and the Company will each use reasonable efforts before and after the Closing to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and will not take, and will use reasonable efforts to prevent any Affiliate of such party from taking, any actions which could prevent the Merger from qualifying as such a reorganization, and will take such action as is available and may be reasonably required to negate the impact of any past actions by such party or its respective Affiliates which would reasonably be expected to adversely impact the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Acquiror and the Company will each use reasonable efforts to obtain executed representation letters described in Sections 8.2(d) and 8.3(c), respectively, substantially in the respective forms attached hereto as Annexes E and F. (i) Acquiror will not knowingly take, or knowingly permit any controlled Affiliate of Acquiror to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, Acquiror's independent accountants, advises Acquiror that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(i). (ii) The Company will not knowingly take, or knowingly permit any controlled Affiliate of the Company to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, the Company's independent accountants, advises the Company that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(ii).

Affiliates; Pooling; Tax Treatment. (a) The Company will use reasonable efforts to obtain an executed letter agreement substantially in the form of ANNEX Annex C hereto from (i) each Person identified in Section 4.22 of the Company's Disclosure Schedule within 15 days following the execution and delivery of this Agreement and (ii) from any Person who, to the Company's Knowledge, may be deemed to have become an Affiliate of the Company after the date of this Agreement and prior to the Effective Time as soon as practicable after attaining such status. (b) Acquiror will use reasonable efforts to obtain an executed letter agreement substantially in the form of ANNEX Annex D hereto from (i) each Person identified in Section 5.11 of Acquiror's Disclosure Schedule within 15 days following the execution and delivery of this Agreement and (ii) from any Person who, to Acquiror's Knowledge, may be deemed to have become an Affiliate of Acquiror after the date of this Agreement and prior to the Effective Time as soon as practicable after attaining such status. (c) Acquiror Companies will not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be Affiliates of the Company pursuant to Rule 145 under the Securities Act. (d) Acquiror and the Company will each use reasonable efforts before and after the Closing to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and will not take, and will use reasonable efforts to prevent any Affiliate of such party from taking, any actions which could prevent the Merger from qualifying as such a reorganization, and will take such action as is available and may be reasonably required to negate the impact of any past actions by such party or its respective Affiliates which would reasonably be expected to adversely impact the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Acquiror and the Company will each use reasonable efforts to obtain executed representation letters described in Sections 8.2(d) and 8.3(c), respectively, substantially in the respective forms attached hereto as Annexes E and F. (i) Acquiror will not knowingly take, or knowingly permit any controlled Affiliate of Acquiror to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, Acquiror's independent accountants, advises Acquiror that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(i). (ii) The Company will not knowingly take, or knowingly permit any controlled Affiliate of the Company to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, the Company's independent accountants, advises the Company that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(ii).

Affiliates; Pooling; Tax Treatment. (a) The Company will use all reasonable efforts to obtain an executed letter agreement substantially in the form of ANNEX Annex C hereto from ------- (i) each Person identified in Section 4.22 4.20 of the Company's Disclosure Schedule ------------ Letter within 15 days following the execution and delivery of this Agreement and (ii) from any Person who, to the Company's Knowledge, who may be deemed to have become an Affiliate of the Company after the date of this Agreement and prior to the Effective Time as soon as practicable after attaining such status. (b) The Acquiror will use all reasonable efforts to obtain an executed letter agreement substantially in the form of ANNEX Annex D hereto from (i) each Person identified in Section 5.11 5.12 of the Acquiror's Disclosure Schedule Letter within 15 days following the execution and delivery of this Agreement and (ii) from any Person who, to Acquiror's Knowledge, who may be deemed to have become an Affiliate of the Acquiror after the date of this Agreement and prior to the Effective Time as soon as practicable after attaining such status. (c) The Acquiror Companies will not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be Affiliates of the Company pursuant to Rule 145 under the Securities Act. (d) Acquiror and the Company Each party hereto will each use all reasonable efforts before and after the Closing to cause the Merger to qualify be treated for financial accounting purposes as a reorganization within the meaning "pooling of Section 368(a) of the Code, interests" and will not take, and will use all reasonable efforts to prevent any Affiliate of such party from taking, any actions which could prevent the Merger from qualifying as such a reorganization, and will take such action as is available and may be reasonably required to negate the impact of any past actions by such party or its respective Affiliates which would reasonably be expected to adversely impact the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Acquiror and the Company will each use reasonable efforts to obtain executed representation letters described in Sections 8.2(d) and 8.3(c), respectively, substantially in the respective forms attached hereto as Annexes E and F. (i) Acquiror will not knowingly take, or knowingly permit any controlled Affiliate of Acquiror to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, Acquiror's independent accountants, advises Acquiror that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(i). (iie) The Company parties hereto intend that the Merger will not knowingly take, or knowingly permit any controlled Affiliate qualify as a reorganization within the meaning of Section 368(a) of the Company Code. Each of the parties hereto shall, and shall cause its respective Subsidiaries to, and shall use its reasonable best efforts to take, any actions which could prevent cause the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, the Company's independent accountants, advises the Company that an action would not prevent the Merger from being to so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(ii)qualify.

Affiliates; Pooling; Tax Treatment. (a) The Company will shall use all reasonable efforts to obtain and deliver to Acquiror an executed letter agreement agreement, substantially in the form of ANNEX C hereto Exhibit A hereto, from (i) each Person person identified as an affiliate of the Company in Section 4.22 3.13 of the Company's Company Disclosure Schedule within 15 days following the execution and delivery of this Agreement and by October 30, 1997, (ii) from any Person who, to the Company's Knowledge, person who may be deemed to have become an Affiliate affiliate of the Company after the date of this Agreement and on or prior to the Effective Time Closing Date as soon as practicable after attaining such statusperson attains such status and (iii) any person whose agreement thereto may be deemed reasonably necessary by Acquiror to sustain the Merger's status as a Pooling Transaction on or prior to the Closing Date. (b) Acquiror will shall use all reasonable efforts to obtain an executed letter agreement agreement, substantially in the form of ANNEX D hereto Exhibit B hereto, from (i) each Person person identified as an affiliate of Acquiror in Section 5.11 4.12 of Acquiror's Acquiror Disclosure Schedule within 15 days following the execution and delivery of this Agreement and by October 30, 1997, (ii) from any Person who, to Acquiror's Knowledge, person who may be deemed to have become an Affiliate affiliate of Acquiror after the date of this Agreement and on or prior to the Effective Time Closing Date as soon as practicable after attaining such statusperson attains such status and (iii) any person whose agreement thereto may be deemed reasonably necessary by Acquiror to sustain the Merger's status as a Pooling Transaction on or prior to the Closing Date. (c) The Acquiror Companies will shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders shareholders of Acquiror who may be affiliates of the Company who may be Affiliates of the Company or Acquiror pursuant to Rule 145 under the Securities Act. (d) Acquiror and the Company will each Each party hereto shall use all reasonable efforts before and after the Closing to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Codequalify, and will shall not take, and will shall use all reasonable efforts to prevent any Affiliate affiliate of such party from taking, any actions which could prevent the Merger from qualifying as such a reorganizationqualifying, and will take such action as is available and may be reasonably required to negate the impact of any past actions by such party or its respective Affiliates which would reasonably be expected to adversely impact the qualification of the Merger as a reorganization within under the meaning provisions of Section 368(a) of the Code. Acquiror and the Company will each use reasonable efforts to obtain executed representation letters described in Sections 8.2(d) and 8.3(c), respectively, substantially in the respective forms attached hereto as Annexes E and F. (i) Acquiror will not knowingly take, or knowingly permit any controlled Affiliate of Acquiror to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, Acquiror's independent accountants, advises Acquiror that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(i). (ii) The Company will not knowingly take, or knowingly permit any controlled Affiliate of the Company to take, any actions which could prevent the Merger from being treated for financial accounting purposes as a "pooling of interests" under GAAP, it being understood and agreed that if Ernst & Young LLP, the Company's independent accountants, advises the Company that an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 7.6 (e)(ii).