Common use of Section 368 Reorganization Clause in Contracts

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock is intended to constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Share Exchange is intended to constitute a "reorganization" tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the United States Treasury Regulations, and agree to file and retain such information as shall be required under Section 1.368-3(a) 3T of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties Parties acknowledge and agree that no party Party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to to, on or after the Closing Date has or may have on any such reorganization status. The parties Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by Transactions and this Agreement, and (ii) is responsible for paying its own Taxes Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is determined not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock is intended to constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the AcquirorAcquirer's Common Stock as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares and Company Debentures for the Acquiror's Common Stock Acquiror Shares and Warrants is intended to constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares and Company Debentures for the Acquiror's Common Stock Acquiror Shares and Warrants as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing has or may have on any such reorganization statusCode. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock is intended to constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby (i) adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations, and (iii) agree to file all Tax and other informational returns on a basis consistent with such characterization. Each party will use commercially reasonable efforts, and agrees to cooperate with the other parties and to provide to the other parties such information and documentation as may be necessary, proper or advisable, to cause the Merger to so qualify, and will not knowingly take an action that would cause the Merger to fail to qualify, as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Merger as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Closing Effective Time has or may have on any such reorganization status. The Each of the parties acknowledge acknowledges and agree agrees that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement Merger is determined not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock is Transactions are intended to constitute a "“reorganization" ” within the meaning of Section 368(a)(1)(B) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the United States Treasury Regulations, and agree to file and retain such information as shall be required under Section 1.368-3(a) 3T of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties Parties acknowledge and agree that no party Party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Transactions as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to to, on or after the Closing Date has or may have on any such reorganization status. The parties Parties acknowledge and agree that each (ia) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by Transactions and this Agreement, and (iib) is responsible for paying its own Taxes Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is determined not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Acquiror Shares is intended to constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Acquiror Shares as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the EFactor Shares for the AcquirorShares for SDI's Common Stock is intended to constitute a "“reorganization" ” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock is Transactions are intended to constitute a "“reorganization" ” within the meaning of Section 368(a)(1)(B) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a1.368 -2(g) of the United States Treasury Regulations, and agree to file and retain such information as shall be required under Xxxxxxx 0.000 -0X xx xxx Xxxxxx Xxxxxx Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties Parties acknowledge and agree that no party Party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Transactions as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to to, on or after the Closing Date has or may have on any such reorganization status. The parties Parties acknowledge and agree that each (ia) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by Transactions and this Agreement, and (iib) is responsible for paying its own Taxes Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is determined not determined to qualify as a reorganization under Section 368 of the Code.

Section 368 Reorganization. For U.S. federal income tax purposes, the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Merger is intended to constitute a "“reorganization" ” within the meaning of Section 368(a)(1)(B) of the CodeCode and/or Section 368(a)(1)(A) and (a)(2)(E). The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding Each party shall cooperate and take all actions necessary to cause the foregoing Merger to be treated as a “reorganization” under Section 368 of the Code and shall take no action that will prevent, prohibit or anything else result in the loss of such treatment, in whole or in part. Each party shall file all Tax Returns consistent with such treatment and shall take no position that is inconsistent with such treatment in any audit or other Proceeding unless prohibited by applicable Law. Each party acknowledges and agrees that (i) it has had the opportunity to obtain independent legal and tax advice with respect to the contrary contained in this AgreementMerger, (ii) it is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the parties acknowledge Merger is not determined to qualify as a reorganization under Section 368 of the Code, and agree that (iii) no party is making any representation or warranty as to the qualification of the exchange by the Shareholders of the Shares for the Acquiror's Common Stock Merger as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.