Common use of Tax and Accounting Consequences Clause in Contracts

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt , that this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the United States Income Tax Regulations. (b) It is intended by the parties hereto Code and that the Merger shall be treated accounted for as a purchase for "pooling of interests" under generally accepted accounting purposesprinciples ("GAAP").

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase pooling of interests for accounting purposes.

Tax and Accounting Consequences. (a) It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code, and the Parties shall report the transactions contemplated herein consistent with such intent and shall take no position inconsistent therewith. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is also intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposestransaction.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement Plan as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code. The ") and the parties hereto hereby adopt this Agreement as a "plan of reorganization" within . Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt , that this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) 354, 361 and 1.368-3(a) 368 of the United States Income Tax Regulations. (b) It is intended by the parties hereto Code and that the Merger shall be treated accounted for as a purchase for "pooling of interests" under generally accepted accounting purposesprinciples ("GAAP").

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 Sections 368(a)(1)(A) and 332 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted with, and is relying upon, its tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Department of the Treasury Income Tax Regulations ("Treasury Regulations"). (b) It is intended by the parties hereto that the Merger shall be treated as a purchase "purchase" for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-1.368- 3(a) of the United States Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for financial accounting treatment as a purchase for accounting purposesaccounting.

Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax Regulations. Code and (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties Parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code. The parties hereto adopt this Agreement ") and (ii) qualify for accounting treatment as a "plan of reorganization" within purchase. Each Party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto ------------------------------- that the Merger shall (a) constitute a reorganization within the meaning of Section 368 368(a) of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368(a) of the Code. The parties hereto adopt this Agreement ) and (b) qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationspurchase. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes."

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(1)(a) and 368(a)(2)(E) of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by . The parties shall consistently treat the Merger as such a reorganization for all Tax reporting purposes. The parties hereto also intend that the Merger shall be treated as a purchase pooling of interests for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Treas. Reg. Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. (b) ). It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespurchase.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code, and each of the parties hereto will use its commercially reasonable efforts to cause the Merger to be treated as such a reorganization. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under applicable accounting standards. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Federal Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespurchase.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for financial accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax Regulations. Internal Revenue Code and (b) It is intended by the parties hereto that the Merger shall be treated accounted for as a purchase for accounting purposespurchase.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase pooling of interest for accounting purposespurposes as set forth in APB 16.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section section 368 of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationspurchase. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes."

Tax and Accounting Consequences. (a) It is intended by the parties hereto Parties that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a purchase. The parties hereto Parties 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the transaction effected by the Merger shall (i) constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under generally accepted accounting principles and the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall shall: (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement ; and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall constitute qualify as a reorganization within under the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning provisions of Sections 1.368-2(g368(a)(1)(A) and 1.368-3(a368(a)(2)(E) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated Code and as a purchase pooling of interests for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) Tax. It is intended by the parties hereto that the Merger shall will --- constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The , and the parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections Section 1.368-2(g) and Section 1.368-3(a) of the United States Income Tax Regulations. No party hereto shall take any action that is inconsistent with such treatment. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) Code and 1.368-3(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as constitute a purchase for accounting purposes. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the Merger.

Tax and Accounting Consequences. (a) A. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) B. It is intended by the parties hereto that the Merger shall be treated as a purchase pooling of interests for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code. The parties hereto 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 Income Tax Regulations). (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement , and (ii) qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationspurchase. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase pooling of interests for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated accounted for as a purchase for accounting purposestransaction.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is also intended by the parties hereto that the Merger shall be treated as a purchase "pooling of interests" for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify as a purchase "pooling of interests" for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger Code and shall be treated accounted for as a purchase for accounting purposespurchase.

Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368(a) of the Code and (ii) qualify for accounting treatment as a pooling of interests, and that this Agreement constitutes a plan of reorganization as defined in the Treasury Regulations under Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a accounted for under the purchase for accounting purposesmethod of accounting.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) . Each party to this Agreement has consulted its own tax advisors with respect to the tax consequences of the Merger. It is intended by the parties hereto that the Merger shall be treated as a purchase "purchase" for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax Regulations. Code and (bii) It is intended by the parties hereto that the Merger shall be treated for accounting purposes as a purchase for purchase. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting purposesconsequences, respectively, of the Merger.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated accounted for as a purchase for accounting purposestransaction.

Tax and Accounting Consequences. (a) It For federal income tax purposes, it is intended by the parties hereto that the transaction effected through the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It . For accounting purposes, it is intended by the parties hereto that the Merger shall be treated accounted for as a purchase for accounting purposes"pooling."

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 368(a) of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368(a) of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposes“purchase.”

Tax and Accounting Consequences. (a) It is intended by the parties hereto that ------------------------------- the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under generally accepted accounting principles. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.a

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(gSection 1.3682(g) and 1.368-3(a1.3683(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests business combination.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereon 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 368(a)(i)(A) of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that each of the Merger Mergers shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Treas. Reg. Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations). (b) It is intended by the parties hereto that each of the Merger Mergers shall be treated as a purchase qualify for accounting treatment as "pooling of interest" transactions for accounting and financial reporting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement as is intended to constitute a "plan of reorganization" within the meaning reorganization for purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode). (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a)(2)(D) of the United States Income Tax Regulations. Internal Revenue Code of 1986, as amended (b) It is intended by the "Code"). The satisfaction of the Compensation Plan Arrangements as provided for in this Agreement shall result in a tax withholding obligation the parties hereto that the Merger shall be treated as a purchase for accounting purposesintend to satisfy in accordance with Section 1.12 below.

Tax and Accounting Consequences. (a) It is intended by the parties hereto ------------------------------- that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within interests. Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax Regulations. Code and (bii) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. No party to this Agreement shall take any action inconsistent with such treatment. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that (i) this Agreement shall constitute a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g), (ii) the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(gCode and (iii) and 1.368-3(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for pooling of interests if the Closing Date shall be May 31, 2000 or earlier. Each party has consulted with, and is relying exclusively upon, its own tax advisors and accountants with respect to the tax and accounting purposesconsequences, respectively, of the Merger.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) . It is intended by the parties hereto that the Merger shall be treated as a purchase "purchase" for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall shall: (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) to the extent possible, qualify for accounting treatment as a "plan pooling of reorganization" within interests. Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code. The parties hereto adopt ") (and this Agreement as is intended to constitute a "plan of reorganization" within the meaning reorganization for purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode). (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger Mergers shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt adopted 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto -------------------------------- that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) . It is also intended by the parties hereto that the Merger shall be treated as a purchase "pooling" for accounting purposes, although neither party shall have the right to terminate this Agreement or decline to close if such accounting treatment is not available.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. No party to this Agreement shall take any action inconsistent with such treatment. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the CodeCode and (b) qualify for accounting treatment as a purchase transaction. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations, with respect to the Merger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties --------------------------------- hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan Plan of reorganizationMerger" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall not --- constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for financial accounting treatment as a purchase for accounting purposes"purchase."

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulationssuch Section. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify as a purchase "purchase" transaction for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto ------------------------------- that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto 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 Income Tax Regulations. Each party has consulted with its own tax advisers and accountants with respect to the tax and accounting consequences of the Merger. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto ------------------------------- that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes."

Tax and Accounting Consequences. (a) It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties Parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations“purchase. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.”

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within under the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning provisions of Sections 1.368-2(g368(a)(1)(A) and 1.368-3(a368(a)(2)(E) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated Code and as a purchase pooling of interests for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the ------------------------------- parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. No party to this Agreement shall take any action inconsistent with such treatment. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-1.368- 3(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposespooling of interests.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and the regulations promulgated thereunder and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling of interests. The parties hereto 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 Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(gCode and (ii) and 1.368-3(a) of the United States Income Tax Regulationsbe accounted for under purchase accounting. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and ---- (ii) be accounted for financial reporting purposes as a purchase. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368Sections 1. 368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. No party to this Agreement shall take any action inconsistent with such treatment. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the CodeCode and (b) qualify for accounting treatment as a pooling-of-interests. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger Mergers shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt adopted 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of IRC Section 368 of the Code368. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations). (b) It is intended by the parties hereto that the Merger shall be treated qualify for accounting treatment as a purchase for accounting purposestransaction.

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated qualify for financial accounting treatment as a purchase for accounting purposes"purchase."

Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase "purchase" for accounting purposes.