Common use of Taxation and Accounting Clause in Contracts

Taxation and Accounting. (a) At or prior to the filing of the Registration Statement and at or prior to the Closing, the Company and Parent shall execute and deliver to Xxxxxx Godward LLP and to Xxxxxxxx & Xxxxxxxx tax representation letters reasonably satisfactory to such counsel setting forth customary representations which may be relied upon by such counsel in rendering any opinions contemplated by this Agreement. Parent shall use commercially reasonable efforts to cause Xxxxxxxx & Xxxxxxxx to deliver to Parent a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a). The Company shall use commercially reasonable efforts to cause Xxxxxx Godward LLP to deliver to the Company a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a). (b) Parent shall cooperate with the Company and the Company shall use reasonable best efforts to cause to be delivered to Parent and the Company, a letter from Ernst & Young LLP addressed to the Company, as of the Closing Date, stating that based upon discussions with officials of the Company responsible for financial and accounting matters, and information furnished to Ernst & Young LLP to the date of its letter, Ernst & Young LLP concurs with the Company's management's conclusion that, as of the date of its letter, no conditions exist related to the Company that would preclude Parent's accounting for the Merger as a pooling of interests. (c) The Company shall cooperate with Parent and Parent shall use reasonable best efforts to cause to be delivered to Parent, a letter from PricewaterhouseCoopers LLP addressed to Parent, dated as of the Closing Date, confirming as of the Closing Date that, based upon discussions with officials of Parent responsible for financial and accounting matters and the letter provided by Ernst & Young LLP to the Company, PricewaterhouseCoopers LLP concurs with Parent management's conclusions that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations.

Taxation and Accounting. (a) At or prior to the filing of the Registration Statement and at or prior to the Closing, Neither Parent nor the Company and Parent shall, nor shall execute and deliver they permit either of their respective Subsidiaries or Affiliates to, take or cause to Xxxxxx Godward LLP and to Xxxxxxxx & Xxxxxxxx tax representation letters reasonably satisfactory to such counsel setting forth customary representations which may be relied upon by such counsel in rendering taken any opinions contemplated by this Agreement. Parent shall use commercially reasonable efforts to cause Xxxxxxxx & Xxxxxxxx to deliver to Parent a legal opinionaction, satisfying whether before or after the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date Effective Time, that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that would disqualify the Merger will constitute as a reorganization "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code, based in part on . Each of Parent and the tax representation letters described in this Section 6.7(a). The Company shall agrees to use commercially its reasonable best efforts to cause Xxxxxx Godward LLP to deliver cure any impediment to the Company a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing qualification of the Registration Statement, to the effect that the Merger will constitute as a reorganization "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a). (b) Parent shall cooperate with the Company and the The Company shall use instruct its accountants, Arthur Andersen LLP, to deliver and xxxxx xxx xxx reasonable best efforts to cause such accountants to be delivered deliver to Parent and the Company, a letter from Ernst & Young LLP addressed to the Company, as of the Closing Date, stating that based upon discussions with officials of the Company responsible for financial and accounting matters, and information furnished to Ernst & Young LLP to the date of its letter, Ernst & Young LLP concurs with the Company's management's conclusion that, as of the date of its letter, no conditions exist related to the Company that would preclude Parent's accounting for the Merger as a pooling of interests. (c) The Company shall cooperate with Parent and Parent shall use reasonable best efforts to cause to be delivered to Parent, a letter from PricewaterhouseCoopers LLP addressed to Parent, letters dated as of the Closing Date, confirming addressed to Parent, containing both (i) its concurrence with the conclusion of the Company's management that no conditions exist with respect to the Company that would preclude accounting for the Merger as a "pooling of interests," which letter shall be in customary form; and (ii) such matters as are customarily contained in auditors' letters regarding information about the Company included in the Proxy/Registration Statement, which auditors' letters shall be in form and substance reasonably satisfactory to Parent. Parent shall use its reasonable best efforts to cause its accountants, Grant Thornton LLP, to deliver to txx Xxxxxxx xxxters at such times to the effect that Parent satisfies the tests applicable to it such that the Merger can be accounted for as a "pooling of interests", which letter shall be in customary form. (c) Parent shall use its reasonable best efforts to publish combined financial statements of Parent and the Company for the 30 day period immediately following Closing as soon as practicable after the completion of such 30 day period. (d) The Company shall prepare and file the consolidated Federal income tax return for the tax year ended June 30, 1998, for the affiliated group of which the Company is the common parent corporation, prior to the Closing Date that, based upon discussions with officials of Parent responsible for financial and in a manner consistent (including elections and accounting matters methods and conventions) with such return for the letter provided prior tax year, except as otherwise required by Ernst & Young LLP applicable law or agreed to by the Parent, and shall provide Parent with a copy of such return prior to the Company, PricewaterhouseCoopers LLP concurs with Parent management's conclusions that the Merger will qualify as a pooling filing of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulationssuch return.

Taxation and Accounting. (a) At or prior to the filing of the Registration Statement and at or prior to the Closing, Neither Parent nor the Company shall take or cause to be taken, and each of Parent shall execute and deliver to Xxxxxx Godward LLP and to Xxxxxxxx & Xxxxxxxx tax representation letters reasonably satisfactory to such counsel setting forth customary representations which may be relied upon by such counsel in rendering any opinions contemplated by this Agreement. Parent the Company shall use commercially its reasonable best efforts to cause Xxxxxxxx & Xxxxxxxx to deliver to Parent a legal opinionprevent any of its affiliates from taking, satisfying any action, whether before or after the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date Effective Time, that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that would disqualify the Merger will constitute as a reorganization "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code, based in part on . Each of Parent and the tax representation letters described in this Section 6.7(a). The Company shall agrees to use commercially all reasonable best efforts to cause Xxxxxx Godward LLP to deliver cure any impediment to the Company a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing qualification of the Registration Statement, to the effect that the Merger will constitute as a reorganization "reorganization" within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a). (b) Parent shall cooperate with Each of the Company and the Company shall use reasonable best efforts to cause to be Parent have delivered to Parent and the Companyother a copy of a letter, a letter from Ernst & Young LLP addressed to the Company, as of the Closing Date, stating that based upon discussions with officials of the Company responsible for financial and accounting matters, and information furnished to Ernst & Young LLP dated on or prior to the date of its letterhereof, Ernst & Young LLP concurs with the Company's management's conclusion that, as of the date of its letter, no conditions exist related to the Company from their respective independent accountants stating that would preclude Parent's accounting for the Merger as a pooling of interests. (c) The Company shall cooperate with Parent and Parent shall use reasonable best efforts to cause to be delivered to Parent, a letter from PricewaterhouseCoopers LLP addressed to Parent, dated as of the Closing Date, confirming as of the Closing Date that, based upon discussions with officials of Parent responsible for financial and accounting matters and the letter provided by Ernst & Young LLP to the Company, PricewaterhouseCoopers LLP concurs with Parent management's conclusions that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulationsregulations is appropriate if the transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement are consummated in accordance with their terms (each a "Pooling Letter"). The Company and Parent each shall use its reasonable best efforts to cause to be delivered to the other party and its independent accountants two letters from its independent accountants, one dated the effective date of the S-4 Registration Statement and one dated as of the Closing Date, in each case confirming the continued validity of its Pooling Letter as though made on and as of such date. (c) In the event that the Closing Date is after August 31, 1998, Parent agrees to use its reasonable best efforts to publish as soon as practicable following the completion of the first fiscal quarter in which there has been at least 30 days of combined operations of Parent and the Company (within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies) financial results covering at least 30 days of such combined operations. (d) On or prior to the date the Prospectus/Proxy Statement is mailed to its stockholders and on or prior to the Closing Date, each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, dated the date of which the S-4 Registration Statement shall become effective and the Closing Date, respectively, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.

Taxation and Accounting. (a) At or prior to the filing of the Registration Statement and at or prior to the Closing, Neither Parent nor the Company and Parent shall, nor shall execute and deliver they permit either of their respective Subsidiaries or Affiliates to, take or cause to Xxxxxx Godward LLP and to Xxxxxxxx & Xxxxxxxx tax representation letters reasonably satisfactory to such counsel setting forth customary representations which may be relied upon by such counsel in rendering taken any opinions contemplated by this Agreement. Parent shall use commercially reasonable efforts to cause Xxxxxxxx & Xxxxxxxx to deliver to Parent a legal opinionaction, satisfying whether before or after the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date Effective Time, that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that would disqualify the Merger will constitute as a reorganization "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code, based in part on . Each of Parent and the tax representation letters described in this Section 6.7(a). The Company shall agrees to use commercially its reasonable best efforts to cause Xxxxxx Godward LLP to deliver cure any impediment to the Company a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing qualification of the Registration Statement, to the effect that the Merger will constitute as a reorganization "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a). (b) Parent shall cooperate with the Company and the The Company shall instruct its accountants, Arthxx Xxxexxxx XXX, to deliver and shall use its reasonable best efforts to cause such accountants to be delivered deliver to Parent and the Company, a letter from Ernst & Young LLP addressed to the Company, as of the Closing Date, stating that based upon discussions with officials of the Company responsible for financial and accounting matters, and information furnished to Ernst & Young LLP to the date of its letter, Ernst & Young LLP concurs with the Company's management's conclusion that, as of the date of its letter, no conditions exist related to the Company that would preclude Parent's accounting for the Merger as a pooling of interests. (c) The Company shall cooperate with Parent and Parent shall use reasonable best efforts to cause to be delivered to Parent, a letter from PricewaterhouseCoopers LLP addressed to Parent, letters dated as of the Closing Date, confirming addressed to Parent, containing both (i) its concurrence with the conclusion of the Company's management that no conditions exist with respect to the Company that would preclude accounting for the Merger as a "pooling of interests," which letter shall be in customary form; and (ii) such matters as are customarily contained in auditors' letters regarding information about the Company included in the Proxy/Registration Statement, which auditors' letters shall be in form and substance reasonably satisfactory to Parent. Parent shall use its reasonable best efforts to cause its accountants, Granx Xxxxxxxx XXX, to deliver to the Company letters at such times to the effect that Parent satisfies the tests applicable to it such that the Merger can be accounted for as a "pooling of interests", which letter shall be in customary form. (c) Parent shall use its reasonable best efforts to publish combined financial statements of Parent and the Company for the 30 day period immediately following Closing as soon as practicable after the completion of such 30 day period. (d) The Company shall prepare and file the consolidated Federal income tax return for the tax year ended June 30, 1998, for the affiliated group of which the Company is the common parent corporation, prior to the Closing Date that, based upon discussions with officials of Parent responsible for financial and in a manner consistent (including elections and accounting matters methods and conventions) with such return for the letter provided prior tax year, except as otherwise required by Ernst & Young LLP applicable law or agreed to by the Parent, and shall provide Parent with a copy of such return prior to the Company, PricewaterhouseCoopers LLP concurs with Parent management's conclusions that the Merger will qualify as a pooling filing of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulationssuch return.