Common use of Merger Tax Covenant Clause in Contracts

Merger Tax Covenant. (a) The parties intend that the Merger will qualify as a tax-free transaction under Section 351 of the Code in which the Company will not recognize gain or loss, and pursuant to which any gain recognized by a Stockholder as a result of the Merger will not exceed the amount of any cash received by a Stockholder in the Merger (a "Reorganization"). (b) Both prior to and after the Effective Time, all books and records shall be maintained, and all Tax Returns and schedules thereto shall be filed in a manner consistent with the Merger being treated as a Reorganization. These obligations are excused as to a party required to maintain the books or file a Tax Return if such party has provided to the other parties a written opinion of competent tax counsel to the effect that there is not substantial authority, within the meaning of Section 6662(d)(2)(B)(i) of the Code, to report the Merger as a Reorganization and such opinion either is furnished prior to the Effective Time or is based on facts or events not known at the Effective Time. Each party shall provide to each other party such tax information, reports, returns, or schedules as may be reasonably required to assist such party in accounting for and reporting the Merger as a Reorganization. (c) The parties agree that no Stockholder shall be liable for any taxes incurred by the Company and for which APP has successor liability therefor which arise solely as a result of the Merger or the consummation of the transactions contemplated hereby; provided that the foregoing shall not limit or otherwise be deemed a waiver of any right of indemnification under Section 14.1 for a breach of any representation, warranty or covenant of the Company or any Stockholder.

Merger Tax Covenant. (a) The parties intend that the Merger will qualify as a tax-free transaction under Section 351 of the Code in which the Company will not recognize gain or loss, and pursuant to which any gain recognized by a Stockholder as a result of the Merger will not exceed the amount of any cash received by a Stockholder in the Merger (a "Reorganization"). (b) Both prior to and after the Effective Time, all books and records shall be maintained, and all Tax Returns and schedules thereto shall be filed in a manner consistent with the Merger being treated as a Reorganization. These obligations are excused as to a party required to maintain the books or file a Tax Return if such party has provided to the other parties a written opinion of competent tax counsel to the effect that there is not substantial authority, within the meaning of Section 6662(d)(2)(B)(i) of the Code, to report the Merger as a Reorganization and such opinion either is furnished prior to the Effective Time or is based on facts or events not known at the Effective Time. Each party shall provide to each other party such tax information, reports, returns, or schedules as may be reasonably required to assist such party in accounting for and reporting the Merger as a Reorganization. (c) The parties agree that no Stockholder shall be liable for any taxes incurred by the Company and for which APP has successor liability therefor which arise solely as a result of the Merger or the consummation of the transactions contemplated hereby; provided that the foregoing shall not limit 37 44 or otherwise be deemed a waiver of any right of indemnification under Section 14.1 for a breach of any representation, warranty or covenant of the Company or any Stockholder.

Merger Tax Covenant. (a) The parties intend that the Merger will qualify as a tax-free transaction under Section 351 of the Code in which the each Company will not recognize gain or loss, and pursuant to which any gain recognized by a Stockholder as a result of the Merger will not exceed the amount of any cash received by a Stockholder in the Merger (a "Reorganization"). (b) Both prior to and after the Effective Time, all books and records shall be maintained, and all Tax Returns and schedules thereto shall be filed in a manner consistent with the Merger being treated as a Reorganization. These obligations are excused as to a party required to maintain the books or file a Tax Return if such party has provided to the other parties a written opinion of competent tax counsel to the effect that there is not substantial authority, within the meaning of Section 6662(d)(2)(B)(i) of the Code, to report the Merger as a Reorganization and such opinion either is furnished prior to the Effective Time or is based on facts or events not known at the Effective Time. Each party shall provide to each other party such tax information, reports, returns, or schedules as may be reasonably required to assist such party in accounting for and reporting the Merger as a Reorganization. (c) The parties agree that no Stockholder shall be liable for any taxes incurred by the each Company and for which APP has successor liability therefor which arise solely as a result of the Merger or the consummation of the transactions contemplated hereby; provided that the foregoing shall not limit or otherwise be deemed a waiver of any right of indemnification under Section 14.1 for a breach of any representation, warranty or covenant of the each Company or any Stockholder.

Merger Tax Covenant. (a) The parties intend that the Merger will qualify as a tax-free transaction under Section 351 of the Code in which the Company will not recognize gain or loss, and pursuant to which any gain recognized by a Stockholder as a result of the Merger will not exceed the amount of any cash received by a Stockholder in the Merger (a "Reorganization"). (b) Both prior to and after the Effective Time, all books and records shall be maintained, and all Tax Returns and schedules thereto shall be filed in a manner consistent with the Merger being treated as a Reorganization. These obligations are excused as to a party required to maintain the books or file a Tax Return if such party has provided to the other parties a written opinion of competent tax counsel to the effect that there is not substantial authority, within the meaning of Section 6662(d)(2)(B)(i) of the Code, to report the Merger as a Reorganization and such opinion either is furnished prior to the Effective Time or is based on facts or events not known at the Effective Time. Each party shall provide to each other party such tax information, reports, returns, or schedules as may be reasonably required to assist such party in accounting for and reporting the Merger as a Reorganization. (c) The parties agree that no Stockholder shall be liable for any taxes incurred by the Company and for which APP has successor liability therefor which arise solely as a result of the Merger or the consummation of the transactions contemplated hereby; provided that the foregoing shall not limit 44 or otherwise be deemed a waiver of any right of indemnification under Section 14.1 for a breach of any representation, warranty or covenant of the Company or any Stockholder.

Merger Tax Covenant. (a) The parties intend that the Merger will qualify as a tax-free transaction under reorganization within the meaning of Section 351 of the Code in which the Company will not recognize gain or loss, and pursuant to which any gain recognized by a Stockholder as a result of the Merger will not exceed the amount of any cash received by a Stockholder in the Merger (a "Reorganization"). (b) Both prior to and after the Effective Time, all books and records shall be maintained, and all Tax Returns and schedules thereto shall be filed in a manner consistent with the Merger being treated as a Reorganization. These obligations are excused as to a party required to maintain the books or file a Tax Return if such party has provided to the other parties a written opinion of competent tax counsel to the effect that there is not substantial authority, within the meaning of Section 6662(d)(2)(B)(i) of the Code, to report the Merger as a Reorganization and such opinion either is furnished prior to the Effective Time or is based on facts or events not known at the Effective Time. Each party shall provide to each other party such tax information, reports, returns, or schedules as may be reasonably required to assist such party in accounting for and reporting the Merger as a Reorganization. (c) The parties agree that no Stockholder shall be liable for any taxes incurred by the Company and for which APP has successor liability therefor which arise solely as a result of the Merger or the consummation of the transactions contemplated hereby; provided that the foregoing shall not limit or otherwise be deemed a waiver of any right of indemnification under Section 14.1 for a breach of any representation, warranty or covenant of the Company or any Stockholder.

Merger Tax Covenant. (a) The parties intend that the Merger will qualify as a tax-free transaction under merger within the meaning of Section 351 368 of the Code in which the Company will not recognize gain or loss, and pursuant to which any gain recognized by a Stockholder as a result of the Merger will not exceed the amount of any cash received by a Stockholder in the Merger (a "Reorganization"). (b) Both prior to and after the Effective Time, all books and records shall be maintained, and all Tax Returns and schedules thereto shall be filed in a manner consistent with the Merger being treated as a Reorganization. These obligations are excused as to a party required to maintain the books or file a Tax Return if such party has provided to the other parties a written opinion of competent tax counsel to the effect that there is not substantial authority, within the meaning of Section 6662(d)(2)(B)(i) of the Code, to report the Merger as a Reorganization and such opinion either is furnished prior to the Effective Time or is based on facts or events not known at the Effective Time. Each party shall provide to each other party such tax information, reports, returns, or schedules as may be reasonably required to assist such party in accounting for and reporting the Merger as a Reorganization. (c) The parties agree that no Stockholder shall be liable for any taxes incurred by the Company and for which APP Tatonka has successor liability therefor which arise solely as a result of the Merger or the consummation of the transactions contemplated hereby; provided that the foregoing shall not limit or otherwise be deemed a waiver of any right of indemnification under Section 14.1 13.1 for a breach of any representation, warranty or covenant of the Company or any Stockholder.