Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein provided that the Purchasers have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federal, state and local tax purposes.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Fulcrum Direct Inc), Stock Purchase Agreement (Spectrasite Holdings Inc), Securities Purchase Agreement (Aqua Chem Inc)
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities Shares which are consistent with the purchase price of the Securities Shares set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities Shares set forth herein provided that the Purchasers have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities Shares which are consistent with the purchase price of the Securities Shares set forth herein for all other purposes, including without limitation, for all Federal, state and local tax purposes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spectrasite Holdings Inc), Stock Purchase Agreement (Regent Communications Inc)
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein provided that the Purchasers have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federalfederal, state and local tax purposes.
Appears in 1 contract
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein provided that the Purchasers BV Funds have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federalfederal, state and local tax purposes.
Appears in 1 contract
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions rules. If any position inconsistent with the purchase price of the Securities set forth herein provided that is taken, the Purchasers have consented thereto, which consent covenants shall not be unreasonably withheld)adjusted to the extent necessary to eliminate any impact caused by such inconsistent position. Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federalfederal, state and local tax purposes, except as otherwise required by Applicable Law.
Appears in 1 contract
Samples: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which that are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission applicable SEC rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein provided herein; provided, that the Purchasers have Purchaser has consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which that are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federalfederal, state and local tax Tax purposes.
Appears in 1 contract
Samples: Securities Purchase Agreement (Impco Technologies Inc)
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein provided that the Purchasers have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all FederalU.S., federal, state foreign and local tax Tax purposes.
Appears in 1 contract
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities Purchased Shares which are consistent with the purchase price of the Securities Purchased Shares set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities Purchased Shares set forth herein provided that the Purchasers have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities Purchased Shares which are consistent with the purchase price of the Securities Purchased Shares set forth herein for all other purposes, including without limitation, for all Federalfederal, state and local tax purposes.
Appears in 1 contract
Samples: Share Purchase Agreement (Wh Holdings Cayman Islands LTD)
Financial Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein herein, provided that the Purchasers Purchaser have consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federalfederal, state and local tax purposes.. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Securities Purchase Agreement (Mercury Air Group Inc)
Financial Accounting Positions; Tax Reporting. Each of the --------------------------------------------- parties hereto agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Securities set forth herein provided that the Purchasers have Purchaser has consented thereto, which consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Securities which are consistent with the purchase price of the Securities set forth herein for all other purposes, including without limitation, for all Federal, state and local tax purposes.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bankvest Capital Corp)