Common use of United States Tax Matters Clause in Contracts

United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code and this Agreement is intended to be a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code, each Party hereto agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all United States federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the United States Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code, and to not take any position on any United States Tax Return or otherwise take any tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Notwithstanding the foregoing, First Majestic and Silvermex make no representation, warranty or covenant to any other party or to any Silvermex Securityholder regarding the United States tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code or as a tax deferred transaction for purposes of any United States state or local income tax Law.

United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code and this Agreement is intended to be a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code, each Party hereto agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all United States federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the United States Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code, and to not take any position on any United States Tax Return or otherwise take any tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Notwithstanding the foregoing, First Majestic and Silvermex Orko make no representation, warranty or covenant to any other party or to any Silvermex Securityholder Orko Shareholder regarding the United States tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code or as a tax deferred transaction for purposes of any United States state or local income tax Law.