07Certain Additional Matters Clause Samples

07Certain Additional Matters. (a) With respect to any “dual consolidated loss” generated during a Pre-Closing Tax Period by a “combined separate unit” (in each case, within the meaning of Section 1503(d) of the Code and the Treasury Regulations thereunder) comprised in part of one or more of the Transferred Entities, Acquiror shall (and shall cause its Affiliates to) use reasonable efforts to cause there to be no foreign use (as defined in Section 1.1503(d)-3(a) of the Treasury Regulations), unless otherwise required by applicable Law, or other triggering event with respect to such dual consolidated losses and shall use reasonable best efforts to provide Transferor with the information necessary to comply with the annual certification requirements of Section 1.1503(d)-6(g) of the Treasury Regulations for the remainder of the “certification period” (as defined in Section 1.1503(d)-1(b)(20) of the Treasury Regulations) with respect to such dual consolidated loss as required to avoid a “triggering event” requiring recapture of such dual consolidated loss. Transferor shall reimburse any reasonable out-of-pocket costs and expenses incurred by Acquiror in connection with the covenant obligations set forth in this Section 8.07(a) (provided, that in no ​ event shall Acquiror incur greater than fifty thousand dollars ($50,000) of such costs and expenses without the prior consent of Transferor). (b) The parties agree that no payment shall be treated as having been made to the Acquiror under the principles of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Corp. v. Commissioner, 326 F.2d 67 (8th Cir. 1964) or Rev. Rul. 71-450. (c) In no event will any Acquiror Indemnified Party be entitled to make any indemnification claim in respect of (i) contingent liabilities in respect of Taxes, or (ii) Taxes attributable to a third party claim in respect of Taxes prior to the time that a Governmental Authority has issued a proposed adjustment, deficiency or other claim with respect to such Taxes or initiated an audit or other Tax proceeding with respect to such Taxes.