Tax-Free Treatment. Neither RMSI nor any of the RMSI Subsidiaries has taken or caused to be taken any action which would cause the Merger to fail to qualify as a Reorganization under Section 368(a) of the Code.
Tax-Free Treatment. Neither Merkxxx xxx RMSI nor any of the Merkxxx Xxxsidiaries nor any of the RMSI Subsidiaries shall take or cause to be taken any action, whether before or after Closing, which would cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.
Tax-Free Treatment. Neither Cakewalk nor any member of Cakewalk will be required to report any income as a result of the Contemplated Transactions.
Tax-Free Treatment. Neither Xxxxxxx nor any of the Xxxxxxx ------------------ Subsidiaries has taken or caused to be taken any action which would cause the Merger to fail to qualify as a Reorganization under Section 368(a) of the Code.
Tax-Free Treatment. The Merger is intended to constitute a tax-free reorganization pursuant to Code Sections 368(a)(1)(A) and 368(a)(2)(D), and the parties shall not report the transaction on any tax return in a manner or take any action inconsistent therewith.
Tax-Free Treatment. Each of the parties shall use its best efforts to cause the Merger to constitute a tax- free "reorganization" under Section 368(a) of the Code and to cooperate with one another in obtaining an opinion from Xxxxxxxxxx, Sandler, Kohl, Xxxxxx & Xxxxxx, P.A. ("Xxxxxxxxxx, Sandler"), counsel to Bergen, as provided for in Section 6.2(d). In connection therewith, each of Cardinal and Bergen shall deliver to Xxxxxxxxxx, Xxxxxxx representation letters and Bergen shall use all reasonable efforts to obtain representation letters from appropriate shareholders of Bergen and shall deliver any such letters obtained to Lowenstein, Sandler, in each case in form and substance reasonably satisfactory to Xxxxxxxxxx, Sandler.
Tax-Free Treatment. Each of the parties shall use all reasonable efforts to cause the Mergers to constitute a “reorganization” under Section 368(a) of the Code and to deliver the factual representations requested by counsel described in Section 6.2(e) and 6.3(e) of this Agreement. Provided that the Tax Free Valuation Test is met, then each of Parent, Merger Sub and LLC shall report the Mergers as a reorganization within the meaning of Section 368(a) of the Code. Each of the parties shall provide to tax counsel certain factual representations reasonably requested by such tax counsel in connection with their provision of tax opinions to be included as exhibits to the Registration Statement.
Tax-Free Treatment. Each of the parties shall use its reasonable efforts to cause the Merger to constitute a "reorganization" under Section 368(a) of the Code and to cooperate with one another in obtaining an opinion to UPR from Xxxxxx Xxxxx & Xxxxxxx LLP, counsel to UPR, as provided for in Section 6.1(g), including, but not limited to, making such filings and maintaining such records as are required by Treasury Regulation Section 1.368-3.
Tax-Free Treatment. Each of the parties shall use its reasonable efforts to cause the Merger to constitute a tax-free "reorganization" under Section 368(a) of the Code and to permit Akin, Gump, Strauss, Hauex & Xeld, X.L.P. to issue its opinion provided for in Section 6.1(h).
Tax-Free Treatment. For purposes of any and all Tax returns or other filings required under the Code or other applicable Requirements of Law to be made following the Closing by Parent, the Surviving Corporation, Bancorp or any of their respective Affiliates, any and all of such Tax returns and other filings shall consistently treat the transactions contemplated hereunder as a tax-free reorganization pursuant to the provisions of Section 368(a) of the Code and none of Parent, the Surviving Corporation, Bancorp or any of their respective Affiliates shall take any position contrary to the foregoing.
