Common use of Income Tax Considerations Clause in Contracts

Income Tax Considerations. It is the intention of the parties hereto that the Merger provided for in this Agreement will qualify for treatment as a tax-free reorganization under Section 368(a)(2)(E) of the Code and the parties will agree to undertake all appropriate actions necessary both before and after the Effective Date of the Merger to effect such treatment. Notwithstanding the foregoing, neither CET nor any of its affiliates shall have any liability whatsoever to BMTS or the BMTS shareholders for the treatment ultimately accorded the Merger by federal or state taxing and regulatory authorities; and BMTS shall bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority on BMTS by virtue of the consummation of the Merger and the other transactions provided for in this Agreement. The BMTS shareholders shall bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority on the BMTS Shareholders by virtue of the consummation of the Merger or other transactions provided for in this Agreement.

Income Tax Considerations. It is the intention of the parties hereto that the Merger provided for in this Agreement will qualify for treatment as a tax-free reorganization under Section 368(a)(2)(E368(a)(1)(A) of the Code and the parties will agree to undertake all commercially reasonable appropriate actions necessary both before and after the Effective Date of the Merger to effect such treatment. Notwithstanding the foregoing, neither CET MedClean nor any of its affiliates shall have any liability whatsoever to BMTS or the BMTS shareholders Shareholders for the treatment ultimately accorded the Merger by federal or state taxing and regulatory authorities; and MedClean and BMTS shall each bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority each of them separately by virtue of the consummation of the Merger and the other transactions provided for in this Agreement. BMTS Shareholders shall bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority on BMTS by virtue of the consummation of the Merger and the other transactions provided for in this Agreement. The BMTS shareholders shall bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority on the BMTS Shareholders by virtue of the consummation of the Merger or other transactions provided for in this Agreement.