Section 351 Treatment. The Buyer and the Rollover Stockholders agree to use their reasonable best efforts to treat the transactions contemplated hereby in accordance with IRC Section 351 and report the transaction in a manner consistent with such treatment.
Section 351 Treatment. The Company, each Purchaser and their affiliates shall treat and report the transactions contemplated by this Agreement as transactions that are governed by Section 351 of the Code and shall not take any position contrary thereto on any tax return or in any proceeding relating to taxes.
Section 351 Treatment. It is agreed that ART and Columbia shall treat the --------------------- sale and issuance of the Common Stock in exchange for the Authorizations pursuant to this Agreement, together with (a) the issuance of ART Common Stock pursuant to the Acquisition Agreement, (b) the issuance of the ART Common Stock in connection with its initial public equity offering, and (c) the exchange by the shareholders of ART Licensing Corp. of their shares in ART Licensing Corp. for shares of ART in the ART Reorganization (as defined in the Acquisition Agreement) as transfers to a controlled corporation described in section 351(a) of the Internal Revenue Code of 1986, as amended. Without the consent of the other, the parties hereto shall not file any tax return, issue any document or take any position in any administrative or judicial proceeding with respect to any tax return or document in any manner inconsistent with the preceding sentence or otherwise take any action that would prevent the intention expressed in the preceding sentence from being fulfilled. In addition, ART shall attach such information as may be required by Code Section 351 to its calendar year 1997 federal income tax return as may be necessary to reflect the foregoing.
Section 351 Treatment. The Company, Parent and Purchaser shall each execute and deliver to Bass, Xxxxx & Xxxx PLC, tax counsel to the Company, certificates substantially in the form attached hereto as Exhibit G at such time or times as reasonably requested by such law firm in connection with its delivery of the tax opinion referred to in Section 6.3(d) hereof or any tax opinion required to be delivered in connection with any of the filings described in Section 5.1 hereof. Prior to the Closing Date, none of the Company, Parent, Purchaser or Merger Sub shall take or cause to be taken any action which would cause to be untrue any of the representations in such certificates or cause the exchange of shares of Company Common Stock for cash and shares of Purchaser Class A Common Stock pursuant to the Merger to fail to qualify as an exchange described in Section 351 of the Code.
Section 351 Treatment. The obligation of each of BFI and VPI to consummate each of the transactions described in Sections 3 and 4 in which it is a participant shall be contingent upon all of the transactions described in Sections 3 and 4 being consummated. The parties intend that such transactions shall be integrated for federal income tax purposes and shall together constitute a single transaction described in Section 351 of the Internal Revenue Code of 1986, as amended, as a transfer of property to Parent.
Section 351 Treatment. Seller acknowledges (but in no way represents, --------------------- warrants, covenants or guarantees) that the transfer of the PGE Shares to Purchaser pursuant to this Agreement is occurring pursuant to a transaction qualifying for nonrecognition treatment under Code Section 351, and agrees to comply with all reporting requirements relating thereto and further agrees that it shall not take any position inconsistent with such intent.
Section 351 Treatment. Each of the parties to this Agreement shall take all actions necessary or required to maintain the treatment of the transactions contemplated hereby as described in Section 351, and shall refrain from taking any actions that would interfere with such treatment.
