Tax-Deferred Reorganization. The parties hereto shall use ---------------------------- their reasonable best efforts to cause the Merger to constitute a tax-deferred reorganization under Code Sec.368(a). The Company represents that as of the date hereof, it has no plan or intention to liquidate, merge or cause the Surviving Corporation to sell or otherwise dispose of its assets, or do any other act that would jeopardize the qualification of the Merger contemplated by this Agreement as a tax-deferred reorganization within the meaning of Sec.368(a) of the Code. All parties covenant to report on their applicable federal and state tax returns the Merger and the consequences of the Merger consistently with the foregoing.
Tax-Deferred Reorganization. Neither Target nor Acquiror will, either before or after consummation of the Merger, take any action which, to the knowledge of such party, would cause the Merger to fail to constitute a "reorganization" within the meaning of Code Section 368. No party to this Agreement shall take a position on any return, report or filing inconsistent with this treatment.
Tax-Deferred Reorganization. The Parties shall use their reasonable best efforts to cause the Merger to constitute a tax-deferred reorganization under Code Section 368(a). Grace represents that as of the date hereof, it has no plan or intention to liquidate, merge or cause the Surviving Corporation to sell or otherwise dispose of its assets, or do any other act that would jeopardize the qualification of the Merger contemplated by this Agreement as a tax-deferred reorganization within the meaning of Section 368(a) of the Code. All parties covenant to report on their applicable federal and state tax returns the Merger and the consequences of the Merger consistently with the foregoing.
Tax-Deferred Reorganization. The acquisition of Assets from PenOp hereunder is intended to be a "reorganization" within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code (the "CODE"), and this Agreement is intended to constitute a "plan of reorganization" within the meaning of the regulations promulgated under Section 368 of the Code, and Buyer and Sellers agree to prepare and file tax returns that are consistent with such intentions.
Tax-Deferred Reorganization. Prior to the Closing, each of the Target and the Target Principal Holders shall use its best efforts to cause the Merger to qualify as a reorganization under Section 368 of the Code, and shall not take any action independent of the transactions contemplated by this Agreement that are reasonably likely to cause the Merger not so to qualify. The Acquiror shall not take, or cause or permit the Target to take, any action after the Closing that would reasonably be expected to cause the Merger not to qualify as a reorganization under Section 368 of the Code unless otherwise required by a Tax Authority. None of the Target, the Target Principal Holders or Acquiring Parties will take any position on any federal income Tax Return that is inconsistent with the treatment of the Merger as a reorganization for U.S. federal income tax purposes as of the Effective Date. Notwithstanding the foregoing, and notwithstanding any statement or inference to the contrary in any other provision of this Agreement or any other agreement contemplated by this Agreement, it is agreed that no party to this Agreement shall be considered to have made any representation or warranty to any other party as to the qualification of the transactions contemplated by this Agreement as a reorganization under Section 368 of the Code. Each party agrees that it has obtained independent tax advice in respect of the proper treatment of the Merger for federal income tax purposes.
Tax-Deferred Reorganization. The parties hereto intend that the Merger shall constitute a tax-deferred reorganization under U.S. Internal Revenue Code ("CODE") Section 368(a). All parties covenant to report on their applicable federal and state tax returns the Merger and the consequences of the Merger consistently with the foregoing.
Tax-Deferred Reorganization. Prior to the closing, each of the Company, the Stockholders, and the Parent shall use its best efforts to cause the Merger to qualify as a reorganization under Section 368 of the Code, and shall not take any action independent of the transactions contemplated by this Agreement that are reasonably likely to cause the Merger to not so qualify. Parent shall not take, or cause or permit the Surviving Corporation to take, any action after the Closing that would reasonably be expected to cause the Merger not to qualify as a reorganization under Section 368 of the Code unless otherwise required by a Taxing Authority. None of the Company, the Stockholders, or Parent will take any position on any federal income Tax Return that is inconsistent with the treatment of the Merger as a reorganization for U.S. federal income tax purposes as of the Effective Time. The Stockholders, the Company and Parent shall each comply with the record keeping and information reporting requirements of Treasury Regulation Section 1.368-3. Notwithstanding the foregoing, and notwithstanding any statement or inference to the contrary in any other provision of this Agreement or any other agreement contemplated by this Agreement, it is agreed that no Party shall be considered to have made any representation or warranty to any other Party as to the qualification of the transactions contemplated by this Agreement as a reorganization under Section 368 of the Code. Each of the Company and Parent shall use its best efforts to deliver, respectively, the Company Tax Certificate and the Parent Tax Certificate described in Sections 6.16 and 7.15 to Xxxxxx & Xxxxxxx LLP, respectively. Each Party agrees that it has obtained independent tax advice in respect of the proper treatment of the Merger for federal income Tax purposes.
Tax-Deferred Reorganization. Subject to Section 10.6 hereof, the Parties intend to adopt this Agreement as a tax-deferred plan of reorganization and agree to treat the Merger and the Final Merger, considered together as a single integrated transaction, as a reorganization in accordance with the provisions of Section 368(a)(1)(A) of the Code for U.S. tax purposes. After the Merger, THK, iLead Acquisition Sub and THK LLC shall, and shall cause iLead to: (A) report on their respective tax returns and tax filings the transactions contemplated by this Agreement as a tax-free reorganization (except for cash paid) under Section 368(a)(1)(A) of the Code; (B) keep their records, and file in connection with their federal and state income tax returns, all such information as may be required by Section 1.368-3 of the Treasury Regulations (and corresponding state rules and regulations) with respect to the transactions contemplated by this Agreement; (C) refrain from taking any action or tax reporting position which would be inconsistent with such qualification of the transactions contemplated hereunder as a tax-free reorganization (except for cash paid) under Section 368(a)(1)(A) of the Code unless otherwise required by a “determination” (as defined in Section 1313(a)(1) of the Code) or by applicable state or local law (and then only to the extent required by such applicable state or local tax law); and (D) comply with all the requirements of Section 368(a)(1)(A) of the Code and the administrative pronouncements thereunder applicable to the transactions contemplated by this Agreement.
Tax-Deferred Reorganization. Subject to Section 10.6 hereof, none of the Parties or their Affiliates, before or after the Closing, shall take or omit to take any action, if the act or failure to act might interfere with the treatment of the Merger and the Final Merger, considered together as a single integrated transaction, as a tax-deferred reorganization under Section 368 of the Code.
Tax-Deferred Reorganization iLead shall be satisfied, in its sole discretion, that the Merger and the Final Merger, considered together as a single integrated transaction, will qualify as a tax-deferred reorganization under Section 368(a) of the Code.
