Additional Tax Representations. By executing this Purchase Agreement, the Purchaser understands and acknowledges that (i) the Company (or any other Sponsoring Party) may be required to provide the identities of the Purchaser’s direct and indirect beneficial owners to a governmental entity, and (ii) the Purchaser hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Company from compliance with the foregoing and otherwise with applicable law as described in this Section 4.
Additional Tax Representations. The Company has never entered into any Contract or maintained any Company Benefit Arrangement that could give rise to payments with respect to the performance of services that are nondeductible under Sections 162(m), 404 or 280G of the Code or subject to the excise Tax under Section 4999 of the Code, and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could (either alone or upon occurrence of any additional event) (i) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director, consultant, independent contractor or other service provider of the Company or any of its ERISA Affiliates; (ii) result in the forgiveness of any indebtedness or (iii) limit the right of the Company or any of its ERISA Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Arrangement or related trust. There is no Company Benefit Arrangement or other Contract by which the Company is bound to compensate any employee of the Company or other service provider of the Company for any excise Tax or related interest or penalty paid pursuant to Section 4999 of the Code.
Additional Tax Representations. By executing this Subscription Agreement, the Investor understands and acknowledges that (i) the General Partner (or any other Sponsoring Party) may be required to provide the identities of the Investor’s direct and indirect beneficial owners to a governmental entity, and (ii) the Investor hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the General Partner from compliance with the foregoing and otherwise with applicable law as described in this Section 4.
Additional Tax Representations. Except as set forth in the Pac Rim ------------------------------ Disclosure Letter:
Additional Tax Representations. The Company has never entered into any Contract or maintained any Company Benefit Arrangement that could give rise to payments with respect to the performance of services that are nondeductible under Section 280G of the Code or subject to the excise Tax under Section 4999 of the Code, and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could (either alone or upon occurrence of any additional event) (i) result in, or cause the accelerated vesting, payment or benefit to any employee, officer, director, consultant, independent contractor or other service provider of the Company or any of its ERISA Affiliates, other than as required by Section 411(d)(3) of the Code and other than distributions on account of the termination of the Company’s 401(k) plan, or (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered). There is no Company Benefit Arrangement or other Contract by which the Company is bound to compensate any employee of the Company or other service provider of the Company for any excise Tax or related interest or penalty paid pursuant to Section 4999 of the Code.
Additional Tax Representations. By executing this Subscription Agreement, the Subscriber understands and acknowledges that (i) the Investment Manager (or any other Related Party) may be required to provide the identities of the Subscriber’s direct and indirect beneficial owners to a governmental entity, and (ii) the Subscriber hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Fund from compliance with the foregoing and otherwise with applicable law as described in this Section 5. Furthermore, the Subscriber acknowledges and agrees that (a) the Fund may be required by applicable law, and is authorized, to withhold or pay a tax to the IRS or other applicable tax authority, (b) any amount of tax so withheld or paid with respect to the Subscriber shall be treated as distributed to the Subscriber, and (c) the Subscriber agrees to repay such amount to the Fund if required.
Additional Tax Representations. (a) The assets transferred to Forte pursuant to the Merger will represent at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by Merger Sub immediately prior to the Merger. In addition, at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by Forte immediately prior to the Merger will continue to be held by Forte immediately after the Merger. For the purpose of determining the percentage of Forte's and Merger Sub's net and gross assets held by Forte immediately following the Merger, the following assets will be treated as property held by Merger Sub or Forte, as the case may be, immediately prior to but not subsequent to the Merger: (i) assets used by Forte or Merger Sub (other than assets transferred from Genesys to Merger Sub for such purpose) to pay shareholders perfecting dissenter's rights or other expenses or liabilities incurred in connection with the Merger and (ii) assets used to make distributions, redemptions or other payments in respect of Forte Common Stock (except for regular, normal distributions) or in respect of rights to acquire such stock (including payments treated as for tax purposes) that are made in contemplation of the Merger or that are related thereto.
Additional Tax Representations. (i) Neither of the Transferred Companies is party to any formal or informal Tax-sharing, allocation, indemnity or similar agreement or arrangement (whether written or unwritten) that will be in effect following the Closing; and each Transferred Company is in compliance in all material respects with respect to all backup withholding and information reporting requirements in the Code and the regulations thereunder, including, but not limited to, the proper and timely filing of all Internal Revenue Service forms.
Additional Tax Representations. Neither Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (1) change in method of accounting for a taxable period ending on or prior to the Closing Date; (2) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of Applicable Law) executed on or prior to the Closing Date; (3) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of Applicable Law); (4) installment sale or open transaction disposition made on or prior to the Closing Date; (5) election under Section 108(i) of the Code (or any comparable provisions of Applicable Law); or (6) prepaid amount received or paid on or prior to the Closing Date.
Additional Tax Representations. (i) The Corporation is a registrant within the meaning of Part IX of the Excise Tax Act (Canada) and its registration number is 828292540RT0001.
