No Tax Ruling. DVSO and SOE agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal Income Tax purposes no gain or loss will be recognized to the holders of SOE Common Stock upon the receipt of DVSO Common Stock in exchange for their SOE shares in accordance with the provisions of this Agreement. In lieu of such a ruling from the Internal Revenue Service, SOE may request an opinion of its counsel to the foregoing effects, which opinion shall be a condition to both parties’ obligations to consummate the Exchange.
No Tax Ruling. Irrespective of any desired tax treatment of the transactions contemplated by this Agreement, Isodiol, Target, and Selling Member each agree that it will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that, for Federal income tax purposes, no gain or loss will be recognized to the holders of Target Interests upon the receipt of Isodiol Shares in exchange for their Target Interests in accordance with the provisions of this Agreement and the Subscription Agreement.
No Tax Ruling. ESIO and IMET agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal income tax purposes no gain or loss will be recognized to the holders of IMET Capital Stock upon the receipt of ESIO Common Stock in exchange for their IMET shares in accordance with the provisions of this Agreement and the Exchange Agreement.
No Tax Ruling. EBLC and GEN-BIOFUEL agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal income tax purposes no gain or loss will be recognized to the holders of GEN-BIOFUEL Capital Stock upon the receipt of EBLC Common Stock in exchange for their GEN-BIOFUEL shares in accordance with the provisions of this Agreement and the Exchange Agreement.
No Tax Ruling. Irrespective of any desired tax treatment of the transactions contemplated by this Agreement, CMC, NVPR, and the Selling Members agree that they will not attempt to obtain any rulings from the United States Internal Revenue Service in regard to the Transaction or to the effect that, for Federal income tax purposes, no gain or loss will be recognized to the holders of Target Interests upon the receipt of CMC Shares in exchange for the Second Target Interests in accordance with the provisions of this Agreement and the Subscription Agreement.
No Tax Ruling. Seller has not received a written ruling or rulings of the Internal Revenue Service, to the effect that the sale of the assets and business of Seller and the distribution to the shareholders of Seller of the shares of common stock of Buyer will not result in the recognition of any taxable income or deductible loss by Seller or by its shareholders.
No Tax Ruling. CC and OI agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal income tax purposes no gain or loss will be recognized to the holders of OI Capital Stock upon the receipt of CC Common Stock in exchange for their OI shares in accordance with the provisions of this Agreement and the Exchange Agreement.
No Tax Ruling. TSYW and ESW agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal Income Tax purposes no gain or loss will be recognized to the holders of ESW Common Stock upon the receipt of TSYW Common Stock in exchange for their ESW shares in accordance with the provisions of this Agreement. In lieu of such a ruling from the Internal Revenue Service, ESW may request an opinion of its counsel to the foregoing effects, which opinion shall be a condition to both parties’ obligations to consummate the Exchange.
No Tax Ruling. Irrespective of any desired tax treatment of the transactions contemplated by this Agreement, Isodiol and Xxxxxxx’x Brand agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that, for Federal income tax purposes, no gain or loss will be recognized to the holders of Xxxxxxx’x Brand Capital Stock upon the receipt of Isodiol Common Stock in exchange for their Xxxxxxx’x Brand shares in accordance with the provisions of this Agreement and the Subscription Agreement.
No Tax Ruling. Irrespective of any desired tax treatment of the transactions contemplated by this Exchange Agreement, BRVO, RPI, and the RPI Shareholders agree that they will not attempt to obtain a ruling from the U.S. Internal Revenue Service to the effect that, for Federal income tax purposes, no gain or loss will be recognized by RPI’s Shareholders upon the receipt of the BRVO Shares in exchange for the RPI Shares in accordance with the provisions of this Exchange Agreement and the Subscription Agreements.
