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 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 transactions contemplated by the Shareholders of the Shares for the Acquiror's Common Stock is this Agreement are intended to constitute a "“reorganization" ” within the meaning of Section Sections 351 and 368(a)(1)(B) of the Code or such other tax free reorganization exemptions that may be available under 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 transactions contemplated by the Shareholders of the Shares for the Acquiror's Common Stock this Agreement as a reorganization under Section 368 of the Internal Revenue Code or as to the effect, if any, that any transaction consummated prior to the Closing Date execution of this Agreement 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 transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes taxes, including without limitation, any adverse Tax tax consequences that may result if the transaction contemplated by this Agreement is determined by the Internal Revenue Service 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 transactions contemplated by the Shareholders of the Shares for the Acquiror's Common Stock is this Agreement are intended to constitute a "“reorganization" ” within the meaning of Section Sections 351 and 368(a)(1)(B) of the Code or such other tax free reorganization exemptions that may be available under 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 transactions contemplated by the Shareholders of the Shares for the Acquiror's Common Stock this Agreement as a reorganization under Section 368 of the Internal Revenue Code or as to the effect, if any, that any transaction consummated prior to the Closing Date execution of this Agreement 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 transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes taxes, including without limitation, any adverse Tax tax consequences that may result if the transaction contemplated by this Agreement is determined by the Internal Revenue Service 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 E-Cash Shareholder of the E-Cash Shares for the Acquiror's Company 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 E-Cash Shareholder of the E-Cash Shares for the Acquiror's Company 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.