Common use of Certain Tax Positions Clause in Contracts

Certain Tax Positions. The parties intend the Merger to qualify as a --------------------- reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). Each party represents and warrants to the other that it (i) has had an opportunity to consult with its own tax advisor concerning the execution of this Agreement (and the transactions contemplated hereby) and (ii) has not relied on the advice or opinion (either written or oral) of the tax advisor for the other party. Each party agrees that it shall not take any action (unless consistent with the terms and conditions of this Agreement) that would cause the Merger to fail to qualify as a reorganization under Section 368(a)(1)(A) of the Code.

Certain Tax Positions. The parties intend the Merger to qualify as a --------------------- reorganization under Section 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"). Each party represents and warrants to the other that it (i) has had an opportunity to consult with its own tax advisor concerning the execution of this Agreement (and the transactions contemplated hereby) and (ii) has not relied on the advice or opinion (either written or oral) of the tax advisor for the other party. Each party agrees that it shall not take any action (unless consistent with the terms and conditions of provided for in this Agreement) that would cause the Merger to fail to qualify as a reorganization under Section 368(a)(1)(A) and 368(a)(2)(E) of the Code.