Common use of Blocker Tax Matters Clause in Contracts

Blocker Tax Matters. (a) Blocker has (i) timely filed all income Tax Returns and all other material Tax Returns required to be filed by it (taking into account applicable extensions) and (ii) timely paid all income or other material Taxes shown as due on such Tax Returns. All such Tax Returns were correct and complete in all material respects. There are no Encumbrances with respect to Taxes upon any of the assets of Blocker other than Permitted Encumbrances. All material Taxes required to have been withheld and paid in connection with amounts paid by Blocker to any employee, independent contractor, creditor, stockholder, equityholder, member or other third party have been timely withheld and paid to the appropriate Governmental Authority, and Blocker has complied in all material respects with all material reporting and recordkeeping requirements related thereto. (b) There are no ongoing federal, state, local or foreign audits, examinations, investigations or other administrative proceedings or court proceedings with regard to any material Taxes of Blocker. No Action concerning Taxes of Blocker has been raised in writing by a Governmental Authority that would reasonably be expected to result in a material Tax liability. Since the Lookback Date, no Action has been asserted in writing by a Governmental Authority in a jurisdiction where the Blocker does not file Tax Returns that the Blocker is or may be subject to taxation by or be required to file Tax Returns in that jurisdiction. There are no outstanding written requests, Contractual Obligations, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against Blocker (other than those obtained in connection with extensions to file Tax Returns obtained in the ordinary course of business). No closing agreements pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Legal Requirements), private letter rulings, technical advice memoranda or similar contracts or rulings relating to Taxes have been entered into or issued by any Governmental Authority with respect to the Blocker, in each case, that would be binding upon the Blocker after the Closing Date. (c) Blocker has never been a member of any Affiliated Group, other than any Affiliated Group the common parent of which is Blocker. The Blocker does not have any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Legal Requirements), as a transferee or successor, by contract or otherwise. (d) Blocker is not party to or bound by any Contractual Obligations calling for the allocation of Taxes other than (i) the LLC Agreement, the limited partnership agreement of Splitter or the limited partnership agreement of Blocker, (ii) such Contractual Obligations to which only the Group Companies and Blocker are party, (iii) such Contractual Obligations not primarily related to Taxes, or (iv) such Contractual Obligations entered into in the ordinary course of business. (e) The unpaid Taxes of the Blocker will not, as of the Closing Date, exceed by a material amount the amount of Taxes reflected in Debt, the Blocker Adjustment Amount or Blocker Transaction Expenses, as applicable. (f) Since December 31, 2019, the Blocker has not made, changed or revoked any income or other material Tax election, elected or changed any method of accounting for purposes of any material Tax, amended any income or other material Tax Return, surrendered any right to claim a material refund of Taxes, or settled or compromised any Action in respect of material Taxes. (g) The Blocker has not (a) made any election to defer any payroll Taxes under the CARES Act, (b) taken, claimed or applied for an employee retention Tax credit under the CARES Act, or (c) taken out any loan, received any loan assistance or received any other financial assistance, or requested any of the foregoing, in each case under the CARES Act, including pursuant to the Paycheck Protection Program or the Economic Injury Disaster Loan Program. (h) The Blocker will not be required to include any material item in taxable income for the Post-Closing Tax Period (or exclude any material item of deduction or loss for the Post-Closing Tax Period) as a result of Code Section 481(a) or any similar provision (including of state, local or foreign Tax legal requirements), in connection with any change in accounting methods for Tax purposes or use of an improper accounting methods for Tax purposes, in each case, for any Pre-Closing Tax Period, and there is no application by the Blocker pending with any Governmental Authority requesting permission for any changes in any of its accounting methods for Tax purposes. (i) There is no material unclaimed property, material escheat liability or any material liabilities for the non-payment of any such obligations owed to a Governmental Authority with respect to the property or other assets held or owned by the Blocker. (j) The Blocker has not participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any “tax shelter” within the meaning of Code Section 6662.

Blocker Tax Matters. (a) Except as set forth on the Blocker has Taxes Schedule: (i) each Blocker has timely filed all income Tax Returns and all other material Tax Returns which are required to be filed by it (taking into account applicable extensions) and (ii) timely paid it, all income or other material Taxes shown as due on such Tax Returns. All such Tax Returns were correct are true, correct, and complete in all material respects. There are no Encumbrances with respect to Taxes upon any of the assets of Blocker other than Permitted Encumbrances. All material Taxes required to respects and have been withheld and paid prepared in connection with amounts paid by Blocker to any employee, independent contractor, creditor, stockholder, equityholder, member or other third party have been timely withheld and paid to the appropriate Governmental Authority, and Blocker has complied compliance in all material respects with all applicable Laws and all material reporting Taxes due and recordkeeping requirements related thereto. payable by such Blocker (bwhether or not shown or required to be shown on any Tax Return) There are have been fully paid or properly accrued in accordance with GAAP; (ii) no ongoing federal, state, local or foreign audits, examinations, investigations or other administrative proceedings or court proceedings with regard Blocker has agreed to any material waiver of any statute of limitations in respect of Taxes of Blocker. No Action concerning Taxes of Blocker has been raised in writing by a Governmental Authority that would reasonably be expected to result in a material Tax liability. Since the Lookback Date, no Action has been asserted in writing by a Governmental Authority in a jurisdiction where the Blocker does not file Tax Returns that the Blocker is or may be subject to taxation by or be required to file Tax Returns in that jurisdiction. There are no outstanding written requests, Contractual Obligations, consents or waivers consented to extend the statutory period of limitations applicable to the assessment time in which any material Tax may be assessed or collected by any taxing authority of any Taxes or deficiencies Governmental Body, which extension is still in effect; (iii) there are no currently ongoing Tax audits by any taxing authority of any Governmental Body against Blocker any Blocker; (other than those obtained in connection with extensions to file Tax Returns obtained in the ordinary course of business). No closing agreements pursuant to Section 7121 iv) there are no Liens on any assets of the Code (or any similar provision of state, local or foreign Legal Requirements), private letter rulings, technical advice memoranda or similar contracts or rulings relating to Taxes have been entered into or issued by any Governmental Authority Blockers with respect to Taxes other than Permitted Liens; (v) each Blocker is, and at all times since its formation has been, treated as a corporation for U.S. federal, state and local income Tax purposes; (vi) no Blocker is, or has been during the Blockerapplicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code; (vii) no Blocker has participated in or been a party to any “listed transaction,” as defined under Treasury Regulations Section 1.6011-4(b)(2); (viii) no Blocker has distributed stock of another Person, or has had its stock distributed by another Person, in each case, a transaction that would was purported or intended to be binding upon governed in whole or in part by Sections 355 or 361 of the Code; and (ix) no Blocker after the Closing Date. (cA) Blocker has never been a member of any Affiliated Groupan affiliated, other than any Affiliated Group the common parent of which is Blocker. The Blocker does not have combined, consolidated, or unitary group for Tax Purposes filing a combined, consolidated, or unitary Tax Return, (B) has any liability for the Taxes of any other Person under Treasury Regulation Section §1.1502-6 (or any similar provision of state, local local, or foreign Legal Requirementslaw), as a transferee or successor, by contract or otherwise. (dC) Blocker is not party to or bound by any Contractual Obligations calling for the allocation of Taxes other than (i) the LLC Agreement, the limited partnership agreement of Splitter Tax sharing or the limited partnership agreement of Blocker, (ii) such Contractual Obligations to which only the Group Companies and Blocker are party, (iii) such Contractual Obligations not primarily related to Taxes, or (iv) such Contractual Obligations entered into in the ordinary course of businesssimilar agreement. (e) The unpaid Taxes of the Blocker will not, as of the Closing Date, exceed by a material amount the amount of Taxes reflected in Debt, the Blocker Adjustment Amount or Blocker Transaction Expenses, as applicable. (f) Since December 31, 2019, the Blocker has not made, changed or revoked any income or other material Tax election, elected or changed any method of accounting for purposes of any material Tax, amended any income or other material Tax Return, surrendered any right to claim a material refund of Taxes, or settled or compromised any Action in respect of material Taxes. (g) The Blocker has not (a) made any election to defer any payroll Taxes under the CARES Act, (b) taken, claimed or applied for an employee retention Tax credit under the CARES Act, or (c) taken out any loan, received any loan assistance or received any other financial assistance, or requested any of the foregoing, in each case under the CARES Act, including pursuant to the Paycheck Protection Program or the Economic Injury Disaster Loan Program. (h) The Blocker will not be required to include any material item in taxable income for the Post-Closing Tax Period (or exclude any material item of deduction or loss for the Post-Closing Tax Period) as a result of Code Section 481(a) or any similar provision (including of state, local or foreign Tax legal requirements), in connection with any change in accounting methods for Tax purposes or use of an improper accounting methods for Tax purposes, in each case, for any Pre-Closing Tax Period, and there is no application by the Blocker pending with any Governmental Authority requesting permission for any changes in any of its accounting methods for Tax purposes. (i) There is no material unclaimed property, material escheat liability or any material liabilities for the non-payment of any such obligations owed to a Governmental Authority with respect to the property or other assets held or owned by the Blocker. (j) The Blocker has not participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any “tax shelter” within the meaning of Code Section 6662.

Blocker Tax Matters. (a) Each Blocker has (i) properly filed on a timely filed basis all income Tax Returns and all other material Tax Returns that it was required to be filed by it (taking into account applicable extensions) file, and (ii) timely paid all income or other material Taxes shown as due on such Tax Returns. All such Tax Returns were true, correct and complete in all material respects. There are no Encumbrances with respect to Taxes upon Each Blocker has paid on a timely basis all income or other material Taxes, whether or not shown on any of the assets of Blocker other than Permitted Encumbrances. Tax Return, that were due and payable. (b) All material Taxes that each Blocker was required by Law to withhold or collect have been duly withheld and paid in connection with amounts paid by Blocker or collected and, to any employeethe extent required, independent contractor, creditor, stockholder, equityholder, member or other third party have been timely withheld and properly paid to the appropriate Governmental AuthorityEntity, and Blocker has complied in each case in compliance in all material respects with all material reporting and recordkeeping requirements related theretoapplicable Law. (bc) There are no ongoing federalNo examination or audit of any Tax Return of a Blocker by any Governmental Entity is currently in progress or, stateto the Knowledge of such Blocker, local or foreign audits, examinations, investigations or other administrative proceedings or court proceedings with regard to has been threatened by any material Governmental Entity. No deficiencies for Taxes of Blockerany Blocker have been claimed, proposed or assessed by any Governmental Entity in writing. No Action concerning Taxes of Blocker has been raised informed in writing by a Governmental Authority that would reasonably be expected to result any jurisdiction in a material Tax liability. Since the Lookback Date, no Action has been asserted in writing by a Governmental Authority in a jurisdiction where the which such Blocker does not file a Tax Returns Return that the jurisdiction believes that such Blocker is or may be subject to taxation by or be was required to file any Tax Returns Return that was not filed or is subject to Tax in that such jurisdiction. There are no outstanding written requests, Contractual Obligations, consents No Blocker has (i) waived any statute of limitations with respect to Taxes or waivers agreed to extend the statutory period of limitations applicable to the for assessment or collection of any Taxes Taxes, which waiver or deficiencies against Blocker extension is still in effect, (ii) requested any extension of time within which to file any Tax Return (other than those obtained in connection with extensions to file Tax Returns obtained any automatic extension granted in the ordinary course of business). No closing agreements pursuant to Section 7121 business and consistent with past custom and practice of the Code (or any similar provision of state, local or foreign Legal Requirementssuch Blocker), private letter rulingsor (iii) executed or filed any power of attorney with any taxing authority, technical advice memoranda or similar contracts or rulings relating to Taxes have been entered into or issued by any Governmental Authority with respect to the Blocker, in each case, that would be binding upon the Blocker after the Closing Date. (c) Blocker has never been a member of any Affiliated Group, other than any Affiliated Group the common parent of which is Blocker. The Blocker does not have any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Legal Requirements), as a transferee or successor, by contract or otherwisestill in effect. (d) Blocker is not party to or bound by any Contractual Obligations calling for To the allocation actual knowledge of Taxes other than (i) the LLC Agreement, the limited partnership agreement of Splitter or the limited partnership agreement of such Blocker, (ii) such Contractual Obligations to which only the Group Companies and Blocker are party, (iii) such Contractual Obligations not primarily related to Taxes, or (iv) such Contractual Obligations entered into in the ordinary course of business. (e) The unpaid Taxes of the Blocker will not, as of the Closing Date, exceed by a material amount the amount of Taxes reflected in Debt, the Blocker Adjustment Amount or Blocker Transaction Expenses, as applicable. (f) Since December 31, 2019, the Blocker has not made, changed or revoked any income or other material Tax election, elected or changed any method of accounting for purposes of any material Tax, amended any income or other material Tax Return, surrendered any right to claim a material refund of Taxes, or settled or compromised any Action in respect of material Taxes. (g) The Blocker has not (a) made any election to defer any payroll Taxes under the CARES Act, (b) taken, claimed or applied for an employee retention Tax credit under the CARES Act, or (c) taken out any loan, received any loan assistance or received any other financial assistance, or requested any of the foregoing, in each case under the CARES Act, including pursuant to the Paycheck Protection Program or the Economic Injury Disaster Loan Program. (h) The Blocker will not be required to include any material item in taxable income for the Post-Closing Tax Period (or exclude any material item of deduction or loss for the Post-Closing Tax Period) as a result of Code Section 481(a) or any similar provision (including of state, local or foreign Tax legal requirements), in connection with any change in accounting methods for Tax purposes or use of an improper accounting methods for Tax purposes, in each case, for any Pre-Closing Tax Period, and there is no application by the Blocker pending with any Governmental Authority requesting permission for any changes in any of its accounting methods for Tax purposes. (i) There is no material unclaimed property, material escheat liability or any material liabilities for the non-payment of any such obligations owed to a Governmental Authority with respect to the property or other assets held or owned by the Blocker. (j) The Blocker has not participated in any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b) or a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any analogous provision of state or local Law. (e) There are no Liens with respect to Taxes on any of the assets of any Blocker, other than Permitted Liens. (f) With the exception of customary commercial leases or contracts, if any, that are not primarily related to Taxes entered into in the Ordinary Course of Business and liabilities thereunder, no Blocker (i) has any liability under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of state, local or non-U.S. law), as a transferee or successor, or pursuant to any contractual obligation for any Taxes of any Person, or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement. (g) During the two-year period ending on the date hereof, no Blocker (including any predecessor thereof) has constituted either a “tax shelterdistributing corporation” within or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the meaning Code (or so much of Section 356 of the Code as relates to Section 6662355 of the Code). (h) Each Blocker is, and has been at all times since its inception, classified for U.S. federal and state income Tax purposes as a corporation.

Blocker Tax Matters. Except as set forth on Section 5.06 of the Seller Disclosure Schedules: (a) each Blocker Company has (i) timely filed all income Tax Returns and all other material Tax Returns that are required to be filed by it or with respect to such Blocker Company (taking into account applicable all permitted extensions) and all such Tax Returns are true, complete and accurate in all material respects; (b) each Blocker has not incurred any material liability for Taxes (i) outside the ordinary course of business or (ii) timely other than with respect to allocations from the Company; (c) each Blocker Company has paid all income or other material Taxes (whether or not shown as due on such any Tax Returns. All such Tax Returns were correct Return) that are due and complete in all material respects. There payable; (d) there are no Encumbrances with respect to Liens for Taxes upon against any of the assets of the Blocker Companies, other than Permitted Encumbrances. All Liens described in clause (c) of the definition of that term; (e) all material Taxes required that any Blocker Company is obligated to withhold from amounts paid to any Person have been fully withheld and paid in connection with amounts paid by Blocker to any employee, independent contractor, creditor, stockholder, equityholder, member or other third party have been timely withheld and paid remitted to the appropriate Governmental Authority, and Blocker has complied in all material respects with all material reporting and recordkeeping requirements related thereto.; (bf) There there are no outstanding or unsettled written claims, asserted deficiencies or assessments of any taxing authority for any material Tax liability of any Blocker Company and there are no audits or Proceedings ongoing federal, state, local or foreign audits, examinations, investigations or other administrative proceedings or court proceedings threatened in writing with regard respect to any material Taxes of Blocker. No Action concerning Taxes of any Blocker Company; (g) no claim has been raised made by any taxing authority in writing by a Governmental Authority that would reasonably be expected to result in a material Tax liability. Since the Lookback Date, no Action has been asserted in writing by a Governmental Authority in a any jurisdiction where the any Blocker Company does not file a Tax Returns Return that the such Blocker is or Company may be subject to taxation material Tax by or be required to file Tax Returns in that jurisdiction. There are no outstanding written requests, Contractual Obligations, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against Blocker (other than those obtained in connection with extensions to file Tax Returns obtained in the ordinary course of business). No closing agreements pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Legal Requirements), private letter rulings, technical advice memoranda or similar contracts or rulings relating to Taxes have been entered into or issued by any Governmental Authority with respect to the Blocker, in each case, jurisdiction that would be binding upon the Blocker after the Closing Date. (c) Blocker has never been a member subject of any Affiliated Group, other than any Affiliated Group the common parent of which is Blocker. The Blocker does not have any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Legal Requirements), as a transferee or successor, by contract or otherwise. (d) Blocker is not party to or bound by any Contractual Obligations calling for the allocation of Taxes other than (i) the LLC Agreement, the limited partnership agreement of Splitter or the limited partnership agreement of Blocker, (ii) such Contractual Obligations to which only the Group Companies and Blocker are party, (iii) such Contractual Obligations not primarily related to Taxes, or (iv) such Contractual Obligations entered into in the ordinary course of business. (e) The unpaid Taxes of the Blocker will not, as of the Closing Date, exceed by a material amount the amount of Taxes reflected in Debt, the Blocker Adjustment Amount or Blocker Transaction Expenses, as applicable. (f) Since December 31, 2019, the Blocker has not made, changed or revoked any income or other material Tax election, elected or changed any method of accounting for purposes of any material Tax, amended any income or other material Tax Return, surrendered any right to claim a material refund of Taxes, or settled or compromised any Action in respect of material Taxes. (g) The Blocker has not (a) made any election to defer any payroll Taxes under the CARES Act, (b) taken, claimed or applied for an employee retention Tax credit under the CARES Act, or (c) taken out any loan, received any loan assistance or received any other financial assistance, or requested any of the foregoing, in each case under the CARES Act, including pursuant to the Paycheck Protection Program or the Economic Injury Disaster Loan Program.; (h) The no Blocker will not be required to include any material item in taxable income for the Post-Closing Tax Period (or exclude any material item of deduction or loss for the Post-Closing Tax Period) as Company has been a result of Code Section 481(a) or any similar provision (including of state, local or foreign Tax legal requirements), in connection with any change in accounting methods for Tax purposes or use of an improper accounting methods for Tax purposes, in each case, for any Pre-Closing Tax Period, and there is no application by the Blocker pending with any Governmental Authority requesting permission for any changes in any of its accounting methods for Tax purposes. (i) There is no material unclaimed property, material escheat liability or any material liabilities for the non-payment of any such obligations owed party to a Governmental Authority with respect to the property or other assets held or owned by the Blocker. (j) The Blocker has not participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any “other transaction requiring disclosure under similar provisions of U.S. state, local, or non-U.S. Law); (i) no Blocker Company has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is a Blocker Company) and does not have any material liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by Contract or otherwise; (j) for U.S. federal income tax shelter” within purposes, each of BEP Blocker and VI Blocker are classified as corporations; (k) no Blocker Company is a party to or bound by any material Tax indemnity, sharing or similar agreement; (l) no Blocker Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or portion thereof) ending after the meaning Closing Date as a result of Code any installment sale, prepaid amount, deferred revenue or other transaction attributable to any period ending at or prior to the Closing, or any accounting method change or use of an improper method of accounting at or prior to the Closing, and no Blocker Company will have any liability as a result of an election under Section 6662965(h) of the Code; and (m) no Blocker Company has waived any statute of limitations or agreed to any extension of time with respect to any material Tax assessment or deficiency (other than (i) waivers or extensions that are no longer in effect and (ii) automatic extensions solely arising from an extension of the due date for filing a Tax Return). (n) Each Blocker Company was formed solely for the purpose of allowing the applicable BlockerCo Seller (or such BlockerCo Seller’s predecessor-in-interest) to hold its direct or indirect interest in the Company (and other reasons incident to such purpose) and the Blocker Companies have not had and do not have any employees or sponsored, maintained or contributed to any Benefit Plans and have no liabilities (other than shareholder-level indebtedness that is reflected in, and will be satisfied (including by contribution of the corresponding receivable to the relevant Blocker Company) and released in full in accordance with, the Pre-Closing Reorganization), assets, operations or business activities other than its direct or indirect ownership of the Company, the Pre-Closing Reorganization and immaterial obligations incident to such purposes and the maintenance of their existence as limited partnerships.