Common use of Tax Treatment Clause in Contracts

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither None of the Company nor Company, any of its Affiliates Subsidiaries or any of its affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor nor, to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or nor to the knowledge of the Company is aware of there any fact or circumstancecircumstance relating to the Company, that would prevent the Merger from qualifying as constituting a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, action or is aware knows of any fact or circumstance, that would prevent or impede, or would be reasonably likely to prevent or impede, the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company Buyer nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither the Company nor nor, to the Company’s knowledge, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Offer and the Merger together from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its the Company’s Affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “reorganization within the meaning of Section 368 Reorganization”)of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstancecircumstances, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company nor Company, any of its Affiliates Subsidiaries or any of the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or caused to be taken, agreed to take any action, or cause to be taken or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither the Company nor Company Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company’s affiliates, has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstances that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither To its Knowledge, after consulting with its Tax counsel, neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would could reasonably be expected to prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of Section 368 under section 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company nor any of Company, its Affiliates affiliates or its Subsidiaries has taken any action or agreed to take any action, or is aware knows of any fact fact, arrangement, agreement, plan or circumstance, other circumstance that would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor nor, to the Company Stockholders' Knowledge, any of its Affiliates affiliates has taken taken, has agreed or agreed failed to take, or intends to take any action, action or is aware has any knowledge of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”").

Tax Treatment. Neither the Company Bank nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither None of the Company nor or any of its Affiliates the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan, fact or other circumstance that would reasonably be expected to prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates affiliates ------------- has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section section 368 of the Code (a “"368 Reorganization”").

Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of under Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates ------------- affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company, any Company Subsidiary nor any of its the Company’s Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. To the Company’s knowledge, there is no agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates Company Parent has taken or agreed to take any action, action or is aware of any fact facts or circumstance, circumstances that would might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor nor, to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”"). The Company operates at least one significant historic business line, or owns at least a significant portion of its historic business assets, in each case within the meaning of Treasury Regulation 1.368-1(d).

Tax Treatment. Neither the Company nor any of its Affiliates the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company Caremark nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”").

Tax Treatment. Neither the Company nor nor, to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”REORGANIZATION").

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”REORGANIZATION").

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”"REORGANIZATION").

Tax Treatment. Neither None of the Company nor or any of its Affiliates Subsidiaries or, to the knowledge of the Company, any of their affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent the First Merger and the Second Merger, treated as a single integrated transaction, from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Offer and the Merger together from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company, any Company nor Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company's affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”REORGANIZATION").

Tax Treatment. Neither None of the Company, any Company Subsidiary ------------- nor any of its the Company's Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries, nor to the Company’s knowledge, any of its other Affiliates, has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither None of the Company, any Affiliate of the Company nor or any of its Affiliates Stockholder has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning under of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company nor any of its the Company's Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither None of the Company, any Company Subsidiary nor any of its the Company's Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company (including any of its subsidiaries) nor any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company, any Company nor Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company’s affiliates has taken or agreed to take any actiontake, or is aware of will take or will agree to take, any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”reorganization” within the meaning of Section 368(a).

Tax Treatment. Neither None of the Company nor or any of its Affiliates the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor nor, to the Knowledge of the Company, any of its Affiliates the Company’s affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor any of its Affiliates affiliates has knowingly taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither None of the Company, any Company nor Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company's affiliates has taken or agreed to take any actiontake, or is aware of will take or will agree to take, any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”"reorganization" within the meaning of Section 368(a).

Tax Treatment. Neither AFFLUENT nor, to the Company nor knowledge of AFFLUENT, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor or any of its Subsidiaries nor, to the knowledge of the Company, any of their Affiliates has taken or has agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger or the Second Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates Bank Subsidiary has taken or agreed to take any action, or is aware and does not have any Knowledge of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor nor, to Company's knowledge, any ------------- of its Affiliates directors or officers has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code (Code. Neither Company nor, to Company's knowledge, any of its affiliates or agents is aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)"reorganization" within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither None of the Company nor any of its Affiliates has taken or agreed to take any action, or action that is aware of any fact or circumstance, that would reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section section 368 of the Code (a “"368 Reorganization”").

Tax Treatment. Neither the Company nor any of its Subsidiaries or Affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither None of the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, or action that is aware of any fact or circumstance, that would reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. Neither the Company, nor any of its Subsidiaries is aware of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”").

Tax Treatment. Neither the Company nor Company, any Subsidiary, any Shareholder nor, to the best knowledge of the Company, any of its Affiliates the Company’s affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).

Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a ““ 368 ReorganizationReorganization ”).

Tax Treatment. Neither None of the Company nor Company, any of its Subsidiaries or, to the knowledge of the Company, any of the Company’s Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.

Tax Treatment. Neither None of the Company nor Company, any of its Affiliates Subsidiaries or any of the Company’s affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.