Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s stockholders and holders of Stock Options and RSUs, in each case along with such stockholders’ or holders’ taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and RSUs as contemplated by Section 5.04. (iv) The Company and its Subsidiaries shall, prior to the Closing Date, pay all amounts owed pursuant to related party transactions under agreements or arrangements involving the Company or any of its Subsidiaries and record all accounting adjustments that are necessary and appropriate to accurately reflect any intercompany payment or related transaction.

Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, andand shall, to the extent within its control, shall cause its respective Affiliatesaffiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in preparing and filing all tax returns, resolving tax disputes and in all other tax matters, including by maintaining and making available to Parent and its Affiliates affiliates all books and records relating to taxes. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s stockholders and holders of Company Capital Stock, Stock Options and RSUsRestricted Shares, in each case along with such stockholders’ or holders’ address and taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list (including the holders’ addresses and taxpayer identification numbers) to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and RSUs Restricted Shares as contemplated by Section 5.04. (iv) The All tax sharing agreements, arrangements and practices between the Company (and its Subsidiaries shallany affiliates of the Company) on the one hand, prior and any other party, on the other hand, (other than such tax sharing agreements, arrangements and practices of a commercial nature not principally related to taxes) shall be terminated on or before the Closing DateClosing. After the Closing, pay all amounts owed pursuant to related party transactions under agreements or arrangements involving none of the Company or any affiliate of its Subsidiaries and record all accounting adjustments that are necessary and appropriate to accurately reflect the Company shall have any intercompany payment rights or related transactionobligations under any such tax sharing agreement, arrangement or practice.

Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s stockholders and holders of Stock Options Options, Restricted Shares and RSUs, in each case along with such stockholders’ or holders’ taxpayer identification numbers for U.S. Federal income tax 33 Table of Contents purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options Options, Restricted Shares and RSUs as contemplated by Section 5.04. (iv) The Company and its Subsidiaries shall, prior Prior to the Closing Date, pay the Company and each of its Subsidiaries, as applicable, shall have entered into executed agreements governing all amounts owed pursuant to related party transactions under transactions. Such agreements shall be in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any comparable provision of any tax Law. (v) Prior to the Closing Date, the Company shall deliver to Parent a schedule setting forth the following information with respect to the Company and its Subsidiaries as of the most recent practicable date: the amount of any net operating losses, unused investment or arrangements involving other credits, unused foreign tax credits or excess charitable contributions of the Company or any of its Subsidiaries for Federal income tax, alternative minimum tax or any other tax purposes (including dates of expiration of such items, any limitations on such items and record all accounting adjustments that are necessary Schedules M-1 and appropriate to accurately reflect M-3 prepared or filed by the Company or any intercompany payment or related transactionof its Subsidiaries).