Treatment of Transaction Clause Samples
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Treatment of Transaction. It has not prepared any financial statement which accounts for the transactions contemplated hereby in any manner other than the sale of the Purchased Contracts by it, and it has not in any other respect accounted for or treated the transactions in the Purchased Contracts by it contemplated hereby (including but not limited to accounting and tax reporting purposes) in any manner other than as a sale of, or absolute assignment of, its full right, title and ownership interest in, the Purchased Contracts, to ▇▇▇▇▇.
Treatment of Transaction. Unless waived by the Holders on or before the Closing Date, the Holders shall receive the advisement of their counsel in form and content satisfactory to it that the transactions called for by this Agreement will satisfy the conditions and will be eligible for the treatment afforded pursuant to Section 351 and/or 368 of the Internal Revenue Code of 1986, as amended to date.
Treatment of Transaction. On or before the Closing Date, the Acquiror shall receive the advisement of its counsel or other source of expert advice with respect to Federal income tax matters to the effect that the exchange transaction provided for in this Agreement will satisfy the conditions and will be eligible for the treatment afforded pursuant to Section 351 and/or Section 368 of the Internal Revenue Code of 1986, as amended to date.
Treatment of Transaction. Each of the Parties acknowledges and agrees that for U.S. federal and as applicable, state and local Tax purposes, they each intend that the acquisition of the Company shall be treated as a ‘reorganization’ under Section 368(a) of the Code. Each of the Parties hereto agrees that they will report the Transactions for U.S. federal and applicable state and local tax purposes, and will each file all Tax Returns (and cause each of their affiliates to file all Tax Returns) in a manner consistent with the intentions described in this paragraph, unless otherwise required by a Taxing Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code.
Treatment of Transaction. SymmetriCom and Purchaser shall, and shall cause their respective Affiliates to, treat the Merger for all Tax purposes as a purchase by Purchaser from SymmetriCom of the Company's capital stock.
Treatment of Transaction. On or before the Closing Date, the Ac- quiror shall receive the advisement of its counsel or other source of ex- pert advice with respect to Federal income tax matters to the effect that the exchange transaction provided for in this Agreement will satisfy the conditions and will be eligible for the treatment afforded pursuant to Sec- tion 351 and/or Section 368 of the Internal Revenue Code of 1986, as amended to date.
Treatment of Transaction. The parties acknowledge and agree that, for United States federal income tax purposes, the transactions contemplated hereby will be treated, (a) with respect to the Sellers, as a sale by the NJ Sellers of all of their Sold Interests, and a sale by the NC Seller of all of the assets of SNC and, (b) with respect to the Buyer, as a purchase of the assets of the Companies. The Sellers covenant and agree to ensure that an election pursuant to Code Section 754 is or will be in effect as to each of the Companies with respect to the U.S. federal income Tax period that includes the Closing Date
Treatment of Transaction. Seller agrees to treat and report the sale and purchase of the Purchased Interest as a sale transaction and not as a loan for all purposes (including tax purposes).
Treatment of Transaction. The parties hereto shall, and shall cause their respective Affiliates to, each treat the sale of the Purchased Property hereunder as a taxable sale, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code.
Treatment of Transaction. Subject to Sections 5.6 and 5.7 below, RSL shall use its reasonable efforts in good faith to ensure, in consultation with counsel and to reconcile with RSL's business goals and objectives, that it shall not perform any action between the date of this Agreement and the Final Closing, including, without limitation, performance of any transaction involving or relating to shares of ITG, that would impair the treatment of the transaction contemplated herein as a reorganization within the meaning of Internal Revenue Code Secion 368(a)(1)(B).