Common use of Section 3.5.1 Clause in Contracts

Section 3.5.1. It is acknowledged that Buyer, the Company and the Stockholder intend that the transfer of the Seller Shares by the Stockholder to Buyer pursuant to this Agreement qualify (i) as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of applicable state income tax law, and (ii) under Code Section 351 as part of a transfer by the Stockholder and other persons transferring property to Buyer who collectively will be in control (as defined in Section 368(c) of the Code) of Buyer following such transfers. The information set forth on Schedule 2.20(j) is accurate and may be used by Buyer for tax filing purposes.

Section 3.5.1. It is acknowledged that the Buyer, the Company and the Stockholder Stockholders intend that the transfer of the Seller Shares by the Stockholder to Buyer pursuant to this Agreement qualify (i) as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of applicable state income tax law, and (ii) under Code Section 351 as part of a transfer by the Stockholder and other persons transferring property to Buyer who collectively will be in control (as defined in Section 368(c) of the Code) of Buyer following such transfers. The information set forth on Schedule 2.20(j2.21(j) is accurate and may be used by Buyer for tax filing purposes.

Section 3.5.1. It is acknowledged that Buyer, the Company Seller and the Stockholder Stockholders intend that the transfer of the Acquired Assets by Seller Shares by the Stockholder to Buyer pursuant to this Agreement qualify as (i) as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of applicable state income tax law, and (ii) under Code Section 351 as part of a transfer by the Stockholder Seller and other persons transferring property to Buyer who collectively will be in control (as defined in Section 368(c) of the Code) of Buyer following such transfers. The information set forth on Schedule 2.20(j2.21(i) is accurate and may be used by Buyer for tax filing purposes.