TREATMENT OF INTERNAL RESTRUCTURING Clause Samples

TREATMENT OF INTERNAL RESTRUCTURING. Continental shall treat (and shall cause each Continental Affiliate to treat) and Holdings shall treat (and shall cause each Holdings Group Taxpayer to treat) the transfer of tangible and intangible assets by XJT Holdings to ExpressJet Airlines in connection with the Internal Restructuring as a taxable sale of such assets to ExpressJet Airlines for federal income tax purposes. Not later than (60) days after the end of the Tax year of Continental that includes the Deconsolidation, Continental shall provide Holdings a schedule (and related supporting documentation) listing, as of the Deconsolidation Date, the basis allocable to each class of assets of ExpressJet Airlines and the period, if any, over which such class of assets is amortizable or depreciable for federal income tax purposes. Absent a Final Determination to the contrary or a change in applicable law, Continental shall (and shall cause each Continental Affiliate to) and Holdings shall (and will cause each Holdings Group Taxpayer to) file all federal income Tax Returns in a manner consistent with such schedule. Continental and Holdings agree that all calculations under this Agreement will be made in a manner consistent with such schedule. Notwithstanding the forgoing, no Holdings Group Taxpayer shall be required under this section 2.3 to take any position on a Tax Return for which "substantial authority" does not exist within the meaning of section 6662 of the Code and the Treasury regulations promulgated thereunder.
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Related to TREATMENT OF INTERNAL RESTRUCTURING

  • Treatment of Interest For Federal and State tax purposes (i) interest shall accrue at the Accrual Rate, and (ii) payments made pursuant to section 2 shall first be treated as interest, up to the amount of interest so accrued, then shall be treated as principal, until Purchaser has received, as principal, the entire Principal Amount, and then shall be treated as interest.

  • Local Health Integration Networks and Restructuring In the event of a health service integration with another service provider the Employer and the Union agree to meet. (a) The Employer shall notify affected employees and the Union as soon as a formal decision to integrate is taken. (b) The Employer and the Union shall begin discussions concerning the specifics of the integration forthwith after a decision to integrate is taken. (c) As soon as possible in the course of developing a plan for the implementation of the integration the Employer shall notify affected employees and the Union of the projected staffing needs, and their location.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Treatment of Investment Advice The Trust shall treat the investment advice and recommendations of JCM as being advisory only, and shall retain full control over its own investment policies. However, the Trustees may delegate to the appropriate officers of the Trust, or to a committee of the Trustees, the power to authorize purchases, sales or other actions affecting the portfolio of the Fund in the interim between meetings of the Trustees.

  • Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.