Tax Analysis. Agent shall have completed a tax analysis of each Credit Party, the results of which shall be satisfactory to Agent in its sole discretion.
Tax Analysis. The parties shall work together between the execution of this Agreement and the Effective Time to determine the Tax treatment of the Merger and the other Transactions contemplated by this Agreement. Parties shall report consistently with the agreed Tax treatment and shall not take any contrary position in any Tax return, examination, audit or any other proceeding.
Tax Analysis. The Company will provide a tax analysis to Xxxxxxxxxx of his tax liabilities, if any, for the 242,347 shares of the Founders Stock that vested in 2011 and will provide advice to Xxxxxxxxxx related thereto; provided, however, that Xxxxxxxxxx recognizes that neither the Company nor any of its representatives or agents are tax experts and agrees that the Company and its representatives and agents will not be liable for any adverse tax consequences that Xxxxxxxxxx may experience based upon the tax analysis and advice provided by the Company.
Tax Analysis. Apollo and its advisors shall have completed an analysis of the tax consequences of the Transactions the results of which are satisfactory to Apollo in its sole discretion.
Tax Analysis. It is understood by all the parties to this Agreement and any third party beneficiaries of this Agreement, that neither the Parent, Company nor HPT have requested or undertaken to obtain any analysis of the tax effect of the transactions as contemplated by this Agreement, including the effort to have the transaction treated as a tax free reorganization under the Code, as amended, including Section 368 of the Code. It is understood that the firm of Golenbock Xxxxxxx Xxxxx Xxxx & Xxxxxx LLP has acted only as counsel to the Company and no other person or entity, including the shareholders of the Company, and that such firm has not rendered any comment upon or advice concerning the tax consequences of the transaction contemplated by this Agreement and the related agreements. [signatures on next page]
Tax Analysis. The Seller currently treats each of the Issuer and the Co-Issuer as disregarded entities of the Seller for U.S. federal income tax purposes, and thus the transactions contemplated hereby are intended to be treated as a sale by the Seller of the assets (other than the Retained Securities) owned by the Issuer and Co-Issuer. The Purchaser and EDL are purchasing all of the outstanding interests in the Issuer and Co-Issuer (as applicable) not already owned by the Purchaser or EDL. Each of the Purchaser and EDL acknowledges that it is analyzing the tax consequences of the transactions and not relying on the Seller for any tax analysis and thus the Seller shall not be responsible for any tax liability of the Purchaser or EDL resulting from this Agreement.
Tax Analysis. Target shall have delivered to Acquiror the analysis prepared by Mxxx Axxxx LLP relating to Section 382 of the Code.
