Tax Consequences of Merger. It is the intent of Chartwell and Trenwick and the holders of the Chartwell Common Stock and the holders of the Trenwick Common Stock that the Merger qualify as a reorganization described in Section 368(a)(1) of the Code, pursuant to which none of the holders of the Chartwell Common Stock or the holders of the Trenwick Common Stock will recognize any gain or loss for Federal income tax purposes, except to the extent of any cash received in lieu of fractional shares.
Tax Consequences of Merger. The parties agree and acknowledge that the merger of Target into Acquisition shall be treated for federal income tax purposes as a taxable asset sale by Target of its assets. All Taxes attributable to the merger of Target into Acquisition in excess of the Corporate Tax Amount shall be the liability of Sellers. To the extent the Corporate Tax Amount exceeds the amount of Taxes incurred by Target as a result of the merger of Target into Acquisition (including without limitation (i) taxes imposed under Code Sec. 1374, and (ii) state income taxes over the amount of Taxes payable by Target with respect to its assets), the amounts of such excess shall be paid by Buyer to Sellers and Shareholders promptly, but no later than the date the First Earned Payout Amount is due. In connection with such merger, within sixty (60) days following the Closing Date, Buyer and the Sellers shall act together in good faith to determine and agree upon the amount to be allocated to each asset of Target in accordance with Treasury Regulation Section 1.1060-IT and any successor thereto. The Parties shall report the tax consequence of the transactions contemplated by this Agreement consistently with such allocations and shall not take any position inconsistent with such allocations in any Tax Return or otherwise. The parties agree that $25,000 shall be allocated to all covenants 38 not to compete in the aggregate and that $1,291,457 shall be allocated to all Code sections 1245 and 1250 property of the Target. In the event that Buyer and the Sellers are unable to agree as to any other such allocations, the Parties agree to be bound by the determination of the Independent Accounting Firm as described in Section 2(k) hereof with respect to such allocation, and the costs and expenses of the Independent Accounting Firm shall be borne equally by Buyer and Sellers.
Tax Consequences of Merger. For U.S. federal income tax purposes, the Merger will qualify as a tax-free reorganization under Section 368(a)(1)(A) of the Code and accordingly, no gain or loss will be recognized by TSFC or the holders of TSFC Common Stock upon the receipt of the Merger Consideration.
Tax Consequences of Merger. The parties hereto intend that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Code.
Tax Consequences of Merger. The Merger is intended to qualify as a "reorganization" within the meaning of Section 368 of the Code; provided, however, that the Merger may be structured as a Taxable Merger as provided in Section 4.14, in which case the Merger, as restructured, shall not be intended to qualify as a "reorganization".
