Intermediary Transaction Tax Shelter. Buyer shall not take any action or cause any action to be taken with respect to the Company subsequent to the Closing that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in IRS Notice 2001-16 and/or IRS Notice 2008-111.
Intermediary Transaction Tax Shelter. Buyer shall not take any action with respect to the Company, Newco and the Sold Subsidiaries that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the "Intermediary Transaction Tax Shelter" described in Internal Revenue Service Notices 2001-16 and 2008-111.
Intermediary Transaction Tax Shelter. The Purchaser shall not take any action or cause any action to be taken with respect to the Company subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notice 2001-16, 2001-1 C.B. 730, and Internal Revenue Service Notice 2008-20 I.R.B. 2008-6 (January 17, 2008), and Internal Revenue Service Notice 0000-000 X.X.X. 1299 (December 1, 2008).
Intermediary Transaction Tax Shelter. Parent and Buyer shall not take any action with respect to the Company and any of its Subsidiaries that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in IRS Notices 2001-16 and 2008-111.
Intermediary Transaction Tax Shelter. The Purchaser shall not take any action with respect to the Company and its Subsidiaries that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111. (i) Amendment of Tax Returns, Etc. Without the prior written consent of the Representative, the Purchaser will not, prior to the Survival Period Termination Date, (A) amend or permit the Company or any of its Subsidiaries to amend any Tax Return relating to a Pre-Closing Tax Period, except to claim a Tax refund with respect to the carryback of a Tax Asset, (B) grant an extension of any applicable statute of limitations with respect to any Pre-Closing Tax Period, except in connection with an audit, assessment, litigation or other proceeding that Purchaser controls pursuant to this Section 10.01 or (C) take any action outside of the ordinary course of business with respect to the Company or its Subsidiaries after the Closing on the Closing Date. Notwithstanding anything in the foregoing, with respect to Taxes and Tax Returns relating to Fresh Logistics, LLC, Xxxxxxxxx Juice Holdings, LLC and Xxxxxxxxx Juice Products, LLC, the Purchaser will not, including after the Survival Period Termination Date, without the prior written consent of the Representative (not to be unreasonably withheld, conditioned or delayed) take any action specified in (A) - (C) hereof. (j)
Intermediary Transaction Tax Shelter. None of Buyer, Merger Sub, the Company or any of their Affiliates shall take any action that would cause the Transactions to constitute part of a transaction that is the same as, or substantially similar to, the “intermediary transaction tax shelter” described in IRS Notices 2001-16 and 2008-111.
Intermediary Transaction Tax Shelter. Buyer represents, warrants and covenants that the transactions contemplated by this Agreement are not and will not be part of an intermediary transaction tax shelter as described in IRS Notices 2001-16 and 2008-111 or any substantially similar transaction.
Intermediary Transaction Tax Shelter. Purchaser shall not take any action or cause any action to be taken with respect to the Company or CRD subsequent to the Closing that would cause the Contemplated Transactions to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notice 2001-16, 2001-1 C.B. 730, and Internal Revenue Service Notice 2008-20 I.R.B. 2008-6 (January 17, 2008), and Internal Revenue Service Notice 2008-111 I.R.B. 1299 (December 1, 2008).
Intermediary Transaction Tax Shelter. Neither Parent nor the Representative shall take (or cause their respective Affiliates to take) any action with respect to the Company or any of its Subsidiaries that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.
Intermediary Transaction Tax Shelter. None of the Sellers nor Purchaser shall take any action or cause any action to be taken with respect to the Vista Blockers or the Company Group subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notice 2001-16, 2001-1 C.B. 730 (February 26, 2001), and Internal Revenue Service Notice 2008-000 X.X.X. 0099 (December 1, 2008).
