Common use of U.S. Tax Matters Clause in Contracts

U.S. Tax Matters. The Arrangement is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 of the Code and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, for all U.S. federal income tax purposes, and shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Party hereto shall act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing, neither Party makes any representation, warranty or covenant to the other Party or to any Nomad Shareholder, Purchaser Shareholder or other holder of Nomad securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. federal income 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 Code or as a tax-deferred reorganization for purposes of any United States state or local income tax Law.

U.S. Tax Matters. The Arrangement is intended For United States federal income tax purposes, the parties intend to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and adopt this Agreement and the Plan of Arrangement are intended to constitute as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 reorganization and 361 of the Code and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention intend that the transactions contemplated by this Agreement and Arrangement as set forth in the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code, including, if necessary, and upon . Provided that the request Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the PartiesCode, restructuring such transactions each party hereto agrees to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” reorganization within the meaning of Section 368(a) of the Code for all United States federal income tax purposes, and shall agrees to treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code. Notwithstanding the foregoing, for all U.S. federal income tax purposesin the event that Lynden has insufficient funds at the Effective Date to satisfy payment obligations to Dissenting Shareholders, and the payment of funds by Earthstone Acquisition to Dissenting Shareholders (an “Earthstone Acquisition Payment”) shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatmentbe prohibited by this Section 2.7. Unless (i) an Earthstone Acquisition Payment is made, unless (ii) otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or (iii) otherwise required pursuant to applicable Laws, each of the parties shall report the transactions contemplated by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Party hereto shall act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, (to the extent that the transaction is reportable under the Code) and shall not take any action, or knowingly fail to take any action, including any action position that is reasonably requested by the other Party if contrary to such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the Codetreatment. Notwithstanding the foregoing, neither Party Earthstone nor Lynden makes any representation, warranty or covenant to the any other Party party or to any Nomad Shareholder, Purchaser Lynden Shareholder or other holder of Nomad securities or Purchaser Lynden securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) or any holder of shares of Earthstone Common Stock or securities regarding the U.S. federal income 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 Code or as a tax-tax deferred reorganization for purposes of any United States state or local income tax Lawlaw.” (h) Section 2.9 of the Arrangement Agreement is hereby amended and restated to read in its entirety as follows:

U.S. Tax Matters. The Arrangement is intended to qualify as a “reorganization” reorganization within the meaning of Section 368(a)(1Sections 368(a) of the Code, Code and this Agreement and the Plan of Arrangement are intended to constitute be a “"plan of reorganization” " within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 of the Code , and the Parties will cooperate on a reasonable basis consistent with the Parties’ ' intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” reorganization within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall treat this Agreement and the Plan of Arrangement as a “"plan of reorganization” " within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, for all U.S. federal income tax purposes, and shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Party hereto shall act in a manner that is consistent with the Parties’ ' intention that the Arrangement be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing, neither Party makes any representation, warranty or covenant to the other Party or to any Nomad Detour Shareholder, Purchaser Shareholder or other holder of Nomad Detour securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. federal income 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 Code or as a tax-deferred reorganization for purposes of any United States state or local income tax Law.

U.S. Tax Matters. The Arrangement is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 of the Code and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code, including, if necessaryU.S. Tax Code and the Treasury Regulations promulgated thereunder (a “Reorganization”), and upon the request of the Partiesthis Agreement, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) together with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and the Plan of Arrangement Arrangement, is intended to be, and is hereby adopted as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. The Parties will cooperate with each other to make any changes to the terms of the Arrangement, reasonably requested by the other party upon advice of tax counsel, necessary for the Arrangement to qualify as a Reorganization; provided that no Party hereto provides any assurances or representations regarding the qualification of the Arrangement as a Reorganization. Provided the Arrangement satisfies all of the applicable requirements of a Reorganization, each Party agrees to treat the Arrangement as a Reorganization for all U.S. United States federal income tax purposes, to treat this Agreement, together with the Plan of Arrangement, as a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, and shall to not take any position on any Return Tax return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Party hereto shall act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a result of a “reorganizationdetermination” within the meaning of Section 368(a1313(a) of the Code for all U.S. federal income tax purposesTax Code. Following the Effective Date, Parent will prepare and shall file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 with respect to the Arrangement. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth herein and to use commercially reasonable efforts to not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the CodeReorganization. Notwithstanding the foregoing, neither no Party hereto makes any representation, warranty or covenant to the provides any other Party or assurances to any Nomad SRx Shareholder, Purchaser Shareholder SRx RSU Holder, or other holder of Nomad securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) SRx Warrantholder regarding the U.S. federal income 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 Code or as a tax-deferred reorganization for purposes of any United States state or local income tax Law.

U.S. Tax Matters. (a) The Arrangement is intended to qualify as a “reorganization” reorganization within the meaning of Section 368(a)(1section 368(a) of the CodeU.S. Tax Code and the U.S. Treasury Regulations promulgated thereunder, and this Agreement and Agreement, together with the Plan of Arrangement are Arrangement, is intended to constitute be, and is hereby adopted as a “"plan of reorganization” " within the meaning of the U.S. Treasury Regulations promulgated under Section section 368 of the Code for purposes of Sections 354 and 361 of U.S. Tax Code. Each Party agrees to treat the Code and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section section 368(a) of the CodeU.S. Tax Code for all United States federal income tax purposes, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and Agreement, together with the Plan of Arrangement Arrangement, as a “"plan of reorganization” " within the meaning of the U.S. Treasury Regulations promulgated under Section section 368 of the U.S. Tax Code, for all U.S. federal income tax purposes, and shall to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each . (b) Each Party hereto shall agrees to act in a manner that is good faith, consistent with the Parties’ intention that intent of the Parties and the intended treatment of the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, set forth herein and shall to use commercially reasonable efforts to not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section section 368(a) of the U.S. Tax Code. Notwithstanding the foregoing. (c) For greater certainty, neither Party makes any representation, warranty or covenant to the other Party or to any Nomad Xxxxxxxx Shareholder, Purchaser Agnico Shareholder or any other holder of Nomad securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) Person regarding the U.S. federal income 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 section 368(a) of the U.S. Tax Code or as a tax-deferred reorganization transaction for purposes of any United States state or local income tax Lawlaw.

U.S. Tax Matters. The Arrangement is intended to qualify as a “reorganization” tax-deferred reorganization within the meaning of Section 368(a)(1368(a) of the U.S. Tax Code, and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code for purposes of Sections 354 and 361 of the Code U.S. Tax Code, and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly wholly-owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a tax-deferred “reorganization” within the meaning of Section 368(a) of the U.S. Tax Code and shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, for all U.S. federal income tax purposes, and shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Lawa “determination” within the meaning of Section 1313 of the U.S. Tax Code that such treatment is not correct. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Party hereto shall act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a “reorganization” tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all U.S. federal income tax purposes, and shall not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code. Notwithstanding the foregoing, neither Party makes any representation, warranty or covenant to the other Party or to any Nomad Company Shareholder, Purchaser Shareholder or other holder of Nomad securities Company Securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. federal income tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a tax-deferred reorganization within the meaning of Section 368(a) of the Code or U.S. Tax Code. Purchaser agrees to, and shall, report the Arrangement as a tax-deferred reorganization for purposes of any United States state or local U.S. federal income tax Lawpurposes on a properly completed and filed IRS Form 8937 within forty-five days of the Effective Date.

U.S. Tax Matters. ‌ (a) The Arrangement is intended to qualify as a “reorganization” reorganization within the meaning of Section 368(a)(1section 368(a) of the Code, U.S. Tax Code and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 thereunder, and 361 of the Code and the Parties will cooperate on a reasonable basis consistent this Agreement, together with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the CodeArrangement, including, if necessaryis intended to be, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and the Plan of Arrangement is hereby adopted as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section section 368 of the U.S. Tax Code, . Each Party agrees to treat the Arrangement as a reorganization within the meaning of section 368(a) of the U.S. Tax Code for all U.S. United States federal income tax purposes, to treat this Agreement, together with the Plan of Arrangement, as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under section 368 of the U.S. Tax Code, and shall to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each . (b) Each Party hereto shall agrees to act in a manner that is good faith, consistent with the Parties’ intention that intent of the Parties and the intended treatment of the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall set forth hereinand to use commercially reasonable efforts to not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section section 368(a) of the U.S. Tax Code. Notwithstanding the foregoing. (c) For greater certainty, neither Party makes any representation, warranty or covenant to the other Party or to any Nomad Xxxxxxxx Shareholder, Purchaser Agnico Shareholder or any other holder of Nomad securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) Person regarding the U.S. federal income 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 section 368(a) of the U.S. Tax Code or as a tax-deferred reorganization transaction for purposes of any United States state or local income tax Lawlaw.

U.S. Tax Matters. The Arrangement is intended to qualify as a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code, U.S. Tax Code and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 U.S. Tax Code. Each of the Code and Parties hereto shall treat the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the CodeU.S. Tax Code for all U.S. federal and applicable state income tax purposes, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, for all U.S. federal income tax purposes, and shall not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Lawtax law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Each Party hereto shall agrees to act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the CodeU.S. Tax Code for all United States federal income tax purposes. The Parties and their affiliates shall not undertake any transactions following the Effective Date that could reasonably be expected to disqualify the contemplated transactions from the intended tax treatment. Notwithstanding the foregoing, neither Party hereto makes any representation, warranty or covenant to the any other Party or to any Nomad APM Shareholder, Purchaser Xxxxxxxxxxx Shareholder or other holder of Nomad APM securities or Purchaser Xxxxxxxxxxx securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. federal income 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 U.S. Tax Code or as a tax-deferred reorganization for purposes of any United States state or local income tax Lawlaw.

U.S. Tax Matters. The Arrangement is intended to qualify as a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code, U.S. Tax Code and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 U.S. Tax Code. Each of the Code and Parties hereto shall treat the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the CodeU.S. Tax Code for all U.S. federal and applicable state income tax purposes, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, for all U.S. federal income tax purposes, and shall not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Lawtax law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Each Party hereto shall agrees to act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the CodeU.S. Tax Code for all United States federal income tax purposes. The Parties and their affiliates shall not undertake any transactions following the Effective Date that could reasonably be expected to disqualify the contemplated transactions from the intended tax treatment. Notwithstanding the foregoing, neither Party hereto makes any representation, warranty or covenant to the any other Party or to any Nomad Numinus Shareholder, Purchaser Novamind Shareholder or other holder of Nomad Numinus securities or Purchaser Novamind securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. federal income 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 U.S. Tax Code or as a tax-deferred reorganization for purposes of any United States state or local income tax Lawlaw.