Common use of Tax Shelters Clause in Contracts

Tax Shelters. The Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

Appears in 3 contracts

Samples: Merger Agreement (Arthrocare Corp), Merger Agreement (Ambassadors International Inc), Merger Agreement (Arthrocare Corp)

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Tax Shelters. The Neither the Company nor any of its Subsidiaries has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). If the Company or any of its Subsidiaries has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax Tax within the meaning of Section 6662 of the Code, then it believes that it has either (x) substantial authority for the tax Tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax Tax treatment of such transaction.

Appears in 2 contracts

Samples: Merger Agreement (Check Point Software Technologies LTD), Merger Agreement (Mentor Graphics Corp)

Tax Shelters. The Company None of the Acquired Companies has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections Regulation Section 1.6011-4(b)(2) or 301.6111-2(b)(2). If any of the Company Acquired Companies has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Code Section 6662 of the Code6662, then it either (x) believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

Appears in 1 contract

Samples: Merger Agreement (Allergan Inc)

Tax Shelters. The Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax Tax treatment of such transaction.

Appears in 1 contract

Samples: Merger Agreement (Kyphon Inc)

Tax Shelters. The Company has Acquired Companies have not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). If the any Acquired Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Code Section 6662 of the Code6662, then it believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (On Assignment Inc)

Tax Shelters. The Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections Regulation Section 1.6011-4(b)(2) or 301.6111-2(b)(24(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Code Section 6662 of the Code6662, then it either (x) believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

Appears in 1 contract

Samples: Merger Agreement (Allergan Inc)

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Tax Shelters. The Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections §§ 1.6011-4(b)(2) or 301.6111-2(b)(2). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Code Section 6662 of the Code6662, then it believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

Appears in 1 contract

Samples: Merger Agreement (Cnet Networks Inc)

Tax Shelters. The Company has not entered into any transaction identified as a "listed transaction" for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Code Section 6662 of the Code6662, then it believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

Appears in 1 contract

Samples: Merger Agreement (Network Appliance Inc)

Tax Shelters. The Company has not entered into any transaction identified as a "listed transaction" for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax Tax within the meaning of Section 6662 of the Code, then it believes that it has either (x) substantial authority for the tax Tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax Tax treatment of such transaction.

Appears in 1 contract

Samples: Merger Agreement (Websidestory Inc)

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