Tax Structure Clause Samples

Tax Structure. Notwithstanding anything to the contrary in this Agreement, each party (and each employee, representative, or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to either party relating to such tax treatment and tax structure, except to the extent confidentiality of such tax treatment or tax structure is reasonably necessary to comply with securities laws.

Tax Structure. The Company covenants and agrees that the tax structure of the Restructuring Transactions, including the utilization or preservation of any tax attributes or benefits (by election or otherwise) and the treatment of the Restructuring Transactions to the Parties, shall be mutually agreed by the Requisite Supporting Noteholders and the Company acting reasonably and in good faith; provided, that the Company covenants and agrees that the tax characterization of the Existing Second Lien Notes and New Second Lien Convertible Notes and the tax treatment of any deemed exchange of the Existing Second Lien Notes for the New Second Lien Convertible Notes pursuant to the Exchange Offer shall be determined by the Requisite Supporting Noteholders.

Tax Structure. It is the intent of the parties that the transactions contemplated by this Agreement be structured as a tax-free reorganization under Section 368(a) of the Code. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK.]

Tax Structure. To the extent practicable, the Restructuring contemplated by this Term Sheet will be structured (in consultation with the Consenting Creditors) so as to obtain the most beneficial structure for the Company, its equity holders post-transaction, holders of Existing Equity Interests, and holders of Senior Notes Claims as determined by the Company.

Tax Structure. Notwithstanding anything herein to the contrary, each of the parties to the proposed transactions described herein (and each employee, representative or other agent thereof) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described herein and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties, their respective affiliates, and their respective affiliates' directors and employees to comply with applicable securities laws. For this purpose, "tax structure" means any facts relevant to the US federal income tax treatment of the proposed transaction but does not include the identity of the parties or their respective affiliates.

Tax Structure. The Company’s Executive Committee shall work together with the Parties to develop by no later than December 31, 2010 a tax structure which maximizes the tax benefits for the Company. Such tax structure shall be recommended by the Executive Committee to the Board of Directors for final approval, pursuant to Section 3.9 and 3.9.1 below.

Tax Structure. The Exchange of White River Shares for Fortium Shares is intended to constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code.

Tax Structure. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriter imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

Tax Structure. Parent and each Investor shall cooperate to structure the contribution of the common stock of the Company to the Investors pursuant to any Rollover, Voting and Support Agreements to which such Investors are a party shall on a tax deferred basis. Parent and each Investor shall also cooperate to structure the merger transaction consistent with existing Internal Revenue Service and applicable state rulings concluding that the creation of Parent followed by the merger of Acquisition Sub into the Company with the Investors exchanging Company stock for Parent stock, and with the other shareholders of the Company receiving cash (the “Merger Transaction Tax Result”). In addition, neither of the Parent nor any Investor may take any action to amend, modify or waive any provision of the Merger Agreement or any related agreement (including this Agreement) if such amendment, waiver or modification would result in a material adverse change in the ability of any Investor to contribute common stock on a tax deferred basis pursuant to any Rollover, Voting and Support Agreement to which it is a party or fully realize the Merger Transaction Tax Result.