Common use of Buyer Tax Covenants Clause in Contracts

Buyer Tax Covenants. (a) Buyer covenants that it will not cause or permit the Transferred Entities, any Subsidiary or any Affiliate of Buyer to take any action on the Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption that could give rise to any Tax liability or reduce any Tax asset of the Seller Group or give rise to any loss of the Seller or the Seller Group under this Agreement. (b) Buyer shall promptly pay or cause to be paid to Seller all refunds of Taxes and interest thereon received by Buyer, any Affiliate of Buyer or the Transferred Entities attributable to Taxes paid by Seller or the Transferred Entities (or any predecessor or Affiliate of Seller) with respect to any Pre-Closing Tax Period. If, in lieu of receiving any such refund, any Transferred Entity elects to reduce a Tax liability with respect to a Post-Closing Tax Period or increase a Tax asset that can be carried forward to a Post-Closing Tax Period, Buyer shall promptly pay or cause to be paid to Seller the amount of such refund as would otherwise have been obtained in the absence of such election. (c) If Seller owns at least 10% of the voting stock of Buyer during any taxable year, Buyer shall provide Seller such information as Seller may reasonably request to allow Seller to determine its eligibility for, and compute the amount of, any “deemed-paid” credit to which it may be entitled under Section 902 of the Code with respect to any distribution made by Buyer during such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third-party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (d) Until such time as Seller has ceased to file under Section 13 of the Exchange Act, Buyer shall (i) promptly notify Seller in writing if Buyer at any time determines that there is a reasonable possibility that it is or may become a PFIC for any taxable year, and (ii) provide Seller such information as Seller may reasonably request to permit Seller to determine whether Buyer is or is reasonably likely to be a PFIC in such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (e) Until such time as Seller’s filings under Section 13 of the Exchange Act show that it has ceased to own 10% or more of Iridium’s outstanding common stock, Buyer shall promptly notify Seller in writing if Buyer becomes aware of any information that could reasonably lead to the conclusion that Buyer is or will become a “controlled foreign corporation” under Section 957 of the Code. (f) Buyer agrees not to take any action between the date of this Agreement and Closing that would reasonably be expected to result in Buyer failing to satisfy the “active trade or business test” with respect to the acquisition of Xxx Xxxxxx set forth in Treas. Reg. Section 1.367(a)-3(c)(1)(iv). This Section 8.03(f) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11. (g) Buyer acknowledges that Seller will enter into a “gain recognition agreement” under Treas. Reg. Section 1.367(a)-8 (a “GRA”) with respect to the Merger. Buyer (i) shall not, and shall not permit any of its Subsidiaries to, take any actions that would result in the recognition of gain by Seller under the GRA without the prior written consent of Seller, not to be unreasonably withheld or delayed provided, however, that Buyer shall be permitted to undertake the transactions contemplated by Exhibit L, and provided further, that this clause (i) shall cease to apply upon the earlier of the end of the Seller’s fifth full taxable year following close of the taxable year in which the Closing occurs and such time as Seller owns less than 4% of the Aggregate Equity Consideration, and (ii) upon request by Seller, shall provide Seller at Seller’s expense with such information as Seller may reasonably require to enable Seller (x) to comply with its reporting obligations in respect of such GRA under Treas. Reg. Section 1.367(a)-8, and (y) to prepare, on behalf of Xxx Xxxxxx, the statement required under Treas. Reg. Section 1.367(a)-3(c)(6), provided, that this clause (ii) shall cease to apply upon the earlier of the filing by Seller of its federal income tax return for the fifth full taxable year following the close of the taxable year in which the Closing occurs and the filing by Seller of its federal income tax return for the first taxable year in which Seller no longer owns any of the Aggregate Equity Consideration. This Section 8.03(g) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11.

Buyer Tax Covenants. (a) Buyer covenants that it will shall not cause or permit the Transferred Entities, any Subsidiary or any Affiliate of Buyer to take any action not expressly contemplated by the Transaction Documents on the Closing Date other than in that is outside the ordinary course of business, including but and Buyer shall not limited cause or permit the Acquired Companies to take any such action on the distribution Closing Date, in each case if such action could have the effect of any dividend or increasing the effectuation of any redemption that could give rise to any Tax liability or reduce reducing any Tax asset of any Acquired Company in respect of any Pre-Closing Tax Period or increasing the liability of Seller Group or give rise to any loss of the Seller or the Seller Group under this Agreement, except as otherwise required by applicable Law. (b) Buyer covenants that without the prior written consent of the Seller Representative (which shall promptly not be unreasonably withheld, conditioned or delayed) or as necessary to comply with applicable Law, Buyer shall not, and shall not cause or permit the Acquired Companies to, make or change any Tax election, take any position on any Tax Return, initiate a voluntary disclosure process or other correspondence with a Taxing Authority, surrender any right to claim a refund of Taxes or compromise or settle any Tax liability, in each case if such action could have the effect of increasing the Tax liability or reducing any Tax asset of any Acquired Company in respect of any Pre-Closing Tax Period. (c) Buyer covenants that, without the prior written consent of the Seller Representative or except as otherwise expressly contemplated by this Agreement, Buyer shall not, and shall not cause or permit the Acquired Companies to, file any Company Pre-Closing Income Tax Return (amended or otherwise) for any Acquired Company; provided that if Buyer reasonably determines (based on advice of outside tax advisors) that applicable Law requires such a Company Pre-Closing Income Tax Return to be filed, then Buyer shall first consult with the Seller Representative prior to making such a filing and (x) if the Seller Representative agrees with such determination, then the Seller Representative shall control the preparation of such Company Pre-Closing Income Tax Return in accordance with Section 12.01(a) or (y) if the Seller Representative disagrees with Buyer's determination, then the Independent Accountant shall resolve the dispute submit the issues in dispute and their respective positions to the Independent Accountant for resolution in accordance with the procedures set forth in Section 2.07(b) (including the allocation of the cost of the Independent Accountant's review and report), mutatis mutandis. (d) Buyer shall not, and shall not cause or permit its Affiliates (including the Acquired Companies) to, without the written consent of the Seller Representative (which shall not be unreasonably withheld, conditioned or delayed), agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Acquired Companies for any Pre-Closing Tax Period (including any Straddle Period). (e) Subject to limitations set forth in Annex C, any Tax refund received by Buyer or its Affiliates (including the Acquired Companies) that relates to a Pre-Closing Tax Period (including, for the avoidance of doubt, the portion of any Straddle Period through the end of the Closing Date, calculated in accordance with Section 12.02) of any Acquired Company, including, but not limited to the federal R&D tax credit refund for tax years 2013 through 2016 described on Section 12.03(e) of the Company Disclosure Schedule (the "R&D Credit"), shall be for the account of Seller, and shall not be subject to set-off or adjustment. Buyer shall pay or cause to be paid any such Tax refund, including any R&D Credit, to the Seller all refunds Representative within five (5) days after receipt thereof. Upon written request of Taxes the Seller Representative, Buyer will cooperate in a commercially reasonable manner with the Seller Representative, at the sole expense of Seller and interest thereon received the Seller Owners, in obtaining any such Tax refund (including through the filing of amended Tax Returns or claims for refund); provided the same is permitted by Buyerapplicable Law; provided, further that, any Affiliate such Tax refund (other than the R&D Credit) shall not have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Transferred Entities attributable to Taxes paid by Seller or the Transferred Entities any of its Affiliates (or including any predecessor or Affiliate of Seller) with respect to any Pre-Closing Tax Period. IfAcquired Company), in lieu each case, in respect of receiving any such refund, any Transferred Entity elects to reduce a Tax liability with respect to a Post-Closing Tax Period or increase a Tax asset that can be carried forward to a Post-Closing Tax Period; and provided further that, if Buyer and the Seller Representative are unable to agree on a determination in connection therewith, then Buyer and the Seller Representative shall promptly pay or cause submit the issues in dispute and their respective positions to be paid to Seller the amount Independent Accountant for resolution and the provisions of such refund as would otherwise have been obtained in Section 2.07(b) (including the absence of such election. (c) If Seller owns at least 10% allocation of the voting stock of Buyer during any taxable year, Buyer shall provide Seller such information as Seller may reasonably request to allow Seller to determine its eligibility for, and compute the amount of, any “deemed-paid” credit to which it may be entitled under Section 902 cost of the Code with respect to any distribution made by Buyer during such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third-party expenses incurred by Buyer in providing such informationIndependent Accountant's review and report) will apply, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (d) Until such time as Seller has ceased to file under Section 13 of the Exchange Act, Buyer shall (i) promptly notify Seller in writing if Buyer at any time determines that there is a reasonable possibility that it is or may become a PFIC for any taxable year, and (ii) provide Seller such information as Seller may reasonably request to permit Seller to determine whether Buyer is or is reasonably likely to be a PFIC in such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (e) Until such time as Seller’s filings under Section 13 of the Exchange Act show that it has ceased to own 10% or more of Iridium’s outstanding common stock, Buyer shall promptly notify Seller in writing if Buyer becomes aware of any information that could reasonably lead to the conclusion that Buyer is or will become a “controlled foreign corporation” under Section 957 of the Codemutatis mutandis. (f) Buyer agrees will not to take make any action between the date of this Agreement and Closing that would reasonably be expected to result in Buyer failing to satisfy the “active trade election under Code Section 338 (or business test” with respect to the acquisition of Xxx Xxxxxx set forth in Treas. Reg. Section 1.367(a)-3(c)(1)(iv). This Section 8.03(f) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11. (g) Buyer acknowledges that Seller will enter into a “gain recognition agreement” any similar provision under Treas. Reg. Section 1.367(a)-8 (a “GRA”state, local, or non-U.S. Law) with respect to the Merger. Buyer (i) shall not, and shall not permit any of its Subsidiaries to, take any actions that would result in the recognition of gain by Seller under the GRA without the prior written consent of Seller, not to be unreasonably withheld or delayed provided, however, that Buyer shall be permitted to undertake the transactions contemplated by Exhibit L, and provided further, that this clause (i) shall cease to apply upon the earlier purchase of the end of the Seller’s fifth full taxable year following close of the taxable year in which the Closing occurs and such time as Seller owns less than 4% of the Aggregate Equity Consideration, and (ii) upon request by Seller, shall provide Seller at Seller’s expense with such information as Seller may reasonably require to enable Seller (x) to comply with its reporting obligations in respect of such GRA under Treas. Reg. Section 1.367(a)-8, and (y) to prepare, on behalf of Xxx Xxxxxx, the statement required under Treas. Reg. Section 1.367(a)-3(c)(6), provided, that this clause (ii) shall cease to apply upon the earlier of the filing by Seller of its federal income tax return for the fifth full taxable year following the close of the taxable year in which the Closing occurs and the filing by Seller of its federal income tax return for the first taxable year in which Seller no longer owns any of the Aggregate Equity Consideration. This Section 8.03(g) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11Shares.

Buyer Tax Covenants. (a) Buyer covenants that it will that, without the prior written consent of the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) or except as required by applicable Law, Buyer shall not, and shall not cause or permit the Transferred EntitiesCompanies to, (i) make or change any Tax election with respect to, or that has retroactive effect to, any Subsidiary Pre-Closing Tax Period of the Companies, (ii) amend or otherwise modify any Tax Return of the Companies, (iii) agree to the waiver or any Affiliate extension of Buyer to take any action on the Closing Date other than in the ordinary course statute of business, including but not limited to the distribution of any dividend or the effectuation of any redemption that could give rise limitations relating to any Tax liability or reduce any Tax asset Taxes of the Seller Group or give rise to any loss of the Seller or the Seller Group under this Agreement. (b) Buyer shall promptly pay or cause to be paid to Seller all refunds of Taxes and interest thereon received by Buyer, any Affiliate of Buyer or the Transferred Entities attributable to Taxes paid by Seller or the Transferred Entities (or any predecessor or Affiliate of Seller) Companies with respect to any Pre-Closing Tax Period. If, in lieu or (iv) initiate or enter into any voluntary disclosure agreement or program, or similar process, with any Governmental Authority regarding any Tax (whether asserted or un-asserted) or Tax Return (whether filed or unfiled) of receiving any such refund, any Transferred Entity elects to reduce a Tax liability the Companies with respect to a PostPre-Closing Tax Period, in each case if such action could reasonably be expected to have the effect of increasing the Tax liability of the Companies or any Seller in respect of any Pre-Closing Tax Period or increase a increasing the liability of any Seller with respect to Taxes under this Agreement or otherwise. (b) Buyer shall not take any action not expressly contemplated by the Transaction Documents on the Closing Date, after the Closing, that is outside the Ordinary Course of Business, and Buyer shall not cause or permit the Companies to take any such action on the Closing Date, after the Closing, in each case if such action could have the effect of increasing the Tax liability or reducing any Tax asset that can be carried forward to a Postof the Companies or Sellers in respect of any Pre-Closing Tax Period, Buyer shall promptly pay Period or cause to be paid to Seller increasing the amount liability of such refund as would otherwise have been obtained in the absence of such electionSellers under this Agreement. (c) If Seller owns at least 10% of the voting stock of Buyer during any taxable year, Buyer shall provide Seller such information as Seller may reasonably request to allow Seller to determine its eligibility for, and compute the amount of, any “deemed-paid” credit to which it may be entitled under Section 902 of the Code with respect to any distribution made by Buyer during such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third-party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (d) Until such time as Seller has ceased to file under Section 13 of the Exchange Act, Buyer shall (i) promptly notify Seller in writing if Buyer at any time determines that there is a reasonable possibility that it is or may become a PFIC for any taxable year, and (ii) provide Seller such information as Seller may reasonably request to permit Seller to determine whether Buyer is or is reasonably likely to be a PFIC in such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (e) Until such time as Seller’s filings under Section 13 of the Exchange Act show that it has ceased to own 10% or more of Iridium’s outstanding common stock, Buyer shall promptly notify Seller in writing if Buyer becomes aware of any information that could reasonably lead to the conclusion that Buyer is or will become a “controlled foreign corporation” under Section 957 of the Code. (f) Buyer agrees not to take any action between the date of this Agreement and Closing that would reasonably be expected to result in Buyer failing to satisfy the “active trade or business test” with respect to the acquisition of Xxx Xxxxxx set forth in Treas. Reg. Section 1.367(a)-3(c)(1)(iv). This Section 8.03(f) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11. (g) Buyer acknowledges that Seller will enter into a “gain recognition agreement” under Treas. Reg. Section 1.367(a)-8 (a “GRA”) with respect to the Merger. Buyer (i) shall not, and shall not permit any of its Subsidiaries to, take any actions that would result in the recognition of gain by Seller under the GRA without the prior written consent of Seller, not to be unreasonably withheld or delayed provided, however, that Buyer shall be permitted to undertake the transactions contemplated by Exhibit L, and provided further, that this clause (i) shall cease to apply upon the earlier of the end of the Seller’s fifth full taxable year following close of the taxable year in which the Closing occurs and such time as Seller owns less than 4% of the Aggregate Equity Consideration, and (ii) upon request by Seller, shall provide Seller at Seller’s expense with such information as Seller may reasonably require to enable Seller (x) to comply with its reporting obligations in respect of such GRA under Treas. Reg. Section 1.367(a)-8, and (y) to prepare, on behalf of Xxx Xxxxxx, the statement required under Treas. Reg. Section 1.367(a)-3(c)(6), provided, that this clause (ii) shall cease to apply upon the earlier of the filing by Seller of its federal income tax return for the fifth full taxable year following the close of the taxable year in which the Closing occurs and the filing by Seller of its federal income tax return for the first taxable year in which Seller no longer owns any of the Aggregate Equity Consideration. This Section 8.03(g) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11.

Buyer Tax Covenants. (a) Buyer covenants agrees that it will not cause or permit the Transferred EntitiesCompany, any Subsidiary its Subsidiaries or any Affiliate of Buyer (i) to take any action on the Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption that could give rise to any Tax liability or reduce any Tax asset Asset of the Seller Group or give rise to any loss of the either Seller or the Seller Group under this Agreement, or (ii) from and after the Closing Date, without the prior written consent of Holdings, which shall not be unreasonably withheld, to make or change any material tax election, amend any tax Return or take any tax position on any tax Return that reasonably could be expected to result in any increased tax liability or reduction of any Tax Asset of any member of the Seller Group in respect of any Pre-Closing Tax Period. Buyer agrees that Sellers are to have no liability for any tax resulting from any action, referred to in the preceding sentence, of the Company, its Subsidiaries, Buyer or any Affiliate of Buyer on the Closing Date, and agrees to indemnify and hold harmless Sellers and their Affiliates against any such tax and any liabilities, cost, expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses), losses, damages, assessment or assertion of such tax. Holdings agrees to give prompt notice to Buyer of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought under this Section 8.03(a). Buyer may participate in and assume the defense of any such suit, action or proceeding at its own expense. If Buyer assumes such defense, each of the Sellers shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Buyer. Whether or not Sellers choose to defend or prosecute any claim, the parties hereto shall cooperate in the defense or prosecution thereof. (b) Buyer agrees that Seller Guarantor may, at its option, elect to reattribute to itself certain Tax Assets of the Company and the Included Subsidiaries, to the extent permitted by Treasury Regulation Section 1.1502-20(g). If Seller Guarantor makes such election, Buyer shall and shall cause the Company and the Included Subsidiaries to comply with the requirements of Treasury Regulation Section 1.1502-20(g). (c) Buyer shall prepare, or cause to be prepared, all Returns required to be filed by the Company and each of the Included Subsidiaries for any taxable period of the Company or the Included Subsidiaries that includes (but does not end on) the Closing Date. For this purpose, Sellers and Buyer agree that Sellers shall prepare and the Company and each of the Included Subsidiaries will file short period income tax Returns for the period ending on the Closing Date in each jurisdiction in which any of the Company and the Included Subsidiaries files a separate income tax Return. Any such Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by Buyer to Holdings (together with schedules, statements and, to the extent requested by Holdings, supporting documentation) at least 45 days prior to the due date (including extensions) of such Return. Holdings shall have the right at Holding's expense to review all work papers and procedures used to prepare any such Return. If Holdings, within 30 business days after delivery of any such Return, notifies Buyer in writing that it objects to any items in such Return, Buyer and Holdings shall negotiate in good faith and use their best efforts to resolve such items. If Buyer and Holdings are unable to reach such agreement within 30 days after receipt by Buyer of such notice, the disputed items shall be resolved pursuant to Section 8.07. Upon resolution of all such items, the relevant Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. (d) Buyer shall promptly pay or shall cause prompt payment to be paid made to Seller Holdings of all refunds of Taxes and interest thereon received by Buyer, any Affiliate of Buyer Buyer, the Company, or the Transferred Entities Included Subsidiaries attributable to Taxes paid by Seller Guarantor, Sellers, the Company or the Transferred Entities Included Subsidiaries (or any predecessor or Affiliate of Sellerany of them) with respect to any Pre-Closing Tax Period. If, in lieu except to the extent such refund is attributable to the carryback of receiving any such refund, any Transferred Entity elects to reduce a Tax liability with respect to a Post-Closing Tax Period or increase a Tax asset that can be carried forward to a losses from the Post-Closing Tax Period, Buyer shall promptly pay or cause to be paid to Seller the amount of such refund as would otherwise have been obtained in the absence of such election. (c) If Seller owns at least 10% of the voting stock of Buyer during any taxable year, Buyer shall provide Seller such information as Seller may reasonably request to allow Seller to determine its eligibility for, and compute the amount of, any “deemed-paid” credit to which it may be entitled under Section 902 of the Code with respect to any distribution made by Buyer during such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third-party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (d) Until such time as Seller has ceased to file under Section 13 of the Exchange Act, Buyer shall (i) promptly notify Seller in writing if Buyer at any time determines that there is a reasonable possibility that it is or may become a PFIC for any taxable year, and (ii) provide Seller such information as Seller may reasonably request to permit Seller to determine whether Buyer is or is reasonably likely to be a PFIC in such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (e) Until such time as Seller’s filings under Section 13 of the Exchange Act show that it has ceased to own 10% or more of Iridium’s outstanding common stock, Buyer shall promptly notify Seller in writing if Buyer becomes aware of any information that could reasonably lead to the conclusion that Buyer is or will become a “controlled foreign corporation” under Section 957 of the Code. (f) Buyer agrees not to take any action between the date of this Agreement and Closing that would reasonably be expected to result in Buyer failing to satisfy the “active trade or business test” with respect to the acquisition of Xxx Xxxxxx set forth in Treas. Reg. Section 1.367(a)-3(c)(1)(iv). This Section 8.03(f) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11. (g) Buyer acknowledges that Seller will enter into a “gain recognition agreement” under Treas. Reg. Section 1.367(a)-8 (a “GRA”) with respect to the Merger. Buyer (i) shall not, and shall not permit any of its Subsidiaries to, take any actions that would result in the recognition of gain by Seller under the GRA without the prior written consent of Seller, not to be unreasonably withheld or delayed provided, however, that Buyer shall be permitted to undertake the transactions contemplated by Exhibit L, and provided further, that this clause (i) shall cease to apply upon the earlier of the end of the Seller’s fifth full taxable year following close of the taxable year in which the Closing occurs and such time as Seller owns less than 4% of the Aggregate Equity Consideration, and (ii) upon request by Seller, shall provide Seller at Seller’s expense with such information as Seller may reasonably require to enable Seller (x) to comply with its reporting obligations in respect of such GRA under Treas. Reg. Section 1.367(a)-8, and (y) to prepare, on behalf of Xxx Xxxxxx, the statement required under Treas. Reg. Section 1.367(a)-3(c)(6), provided, that this clause (ii) shall cease to apply upon the earlier of the filing by Seller of its federal income tax return for the fifth full taxable year following the close of the taxable year in which the Closing occurs and the filing by Seller of its federal income tax return for the first taxable year in which Seller no longer owns any of the Aggregate Equity Consideration. This Section 8.03(g) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11.

Buyer Tax Covenants. (a) Buyer covenants that it will shall not cause or permit the Transferred Entities, any Subsidiary or any Affiliate of Buyer to take any action not expressly contemplated by the Transaction Documents on the Closing Date other than in that is outside the ordinary course of business, including but and Buyer shall not limited cause or permit the Acquired Companies to take any such action on the distribution Closing Date, in each case if such action would have the effect of any dividend or increasing the effectuation of any redemption that could give rise to any Tax liability or reduce reducing any Tax asset or refund opportunity of any Acquired Company or Seller in respect of any Pre-Closing Tax Period or increasing the liability of any Seller Group or give rise to any loss of the Seller or the Seller Group under this Agreement. (b) Buyer covenants that without the prior written consent of Sellers it shall promptly pay not, and shall not cause or cause to be paid to Seller all refunds of Taxes and interest thereon received permit any Acquired Company to, make or change any Tax election, except as specifically contemplated by BuyerSection 10.1 hereof, file or amend any Affiliate of Buyer or the Transferred Entities attributable to Taxes paid by Seller or the Transferred Entities (or any predecessor or Affiliate of Seller) Tax Return with respect to any Pre-Closing Tax Period. If, take any position on any Tax Return, or compromise or settle any Tax liability, in lieu each case if such action would have the effect of receiving any such refund, any Transferred Entity elects to reduce a increasing the Tax liability with or reducing any Tax asset or refund opportunity of any Acquired Company or Seller in respect to a Postof any Pre-Closing Tax Period or increase a Tax asset that can be carried forward increasing the liability of any Seller under this Agreement. (c) After the Closing Date, Buyer shall not, and shall not cause or permit its Affiliates (including the Acquired Companies) to, without the written consent of Sellers, agree to a Postthe waiver or any extension of the statute of limitations relating to any Taxes of the Acquired Companies for any Pre-Closing Tax Period (including any Straddle Period). (d) Any cash Tax refund received by Buyer or its Affiliates (including, following the Closing, the Acquired Companies) (including any amount that is applied as a credit against the Tax liability of the Buyer, its Affiliates or the Acquired Companies) that relates to a Pre-Closing Tax Period (including, for the avoidance of doubt, the portion of any Straddle Period through the end of the Closing Date, calculated in accordance with Section 10.2) any Acquired Company shall be for the account of Sellers. Buyer shall promptly pay or cause to be paid to Seller the amount of any such refund as would otherwise have been obtained to Sellers within fifteen (15) days after receipt thereof. Buyer will reasonably cooperate with Sellers, at Sellers’ sole expense, in the absence of such election. (c) If Seller owns at least 10% of the voting stock of Buyer during any taxable year, Buyer shall provide Seller such information as Seller may reasonably request to allow Seller to determine its eligibility for, and compute the amount of, any “deemed-paid” credit to which it may be entitled under Section 902 of the Code with respect to any distribution made by Buyer during such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third-party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur obtaining any such costs unless previously requested or approved by Seller. (d) Until such time as Seller has ceased to file under Section 13 of the Exchange ActTax refund, Buyer shall (i) promptly notify Seller in writing if Buyer at any time determines that there is a reasonable possibility that it is or may become a PFIC for any taxable year, and (ii) provide Seller such information as Seller may reasonably request to permit Seller to determine whether Buyer is or is reasonably likely to be a PFIC in such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller. (e) Until such time as Seller’s filings under Section 13 of the Exchange Act show that it has ceased to own 10% or more of Iridium’s outstanding common stock, Buyer shall promptly notify Seller in writing if Buyer becomes aware of any information that could reasonably lead to the conclusion that Buyer is or will become a “controlled foreign corporation” under Section 957 of the Code. (f) Buyer agrees not to take any action between the date of this Agreement and Closing that would reasonably be expected to result in Buyer failing to satisfy the “active trade or business test” with respect to the acquisition of Xxx Xxxxxx set forth in Treas. Reg. Section 1.367(a)-3(c)(1)(iv). This Section 8.03(f) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11. (g) Buyer acknowledges that Seller will enter into a “gain recognition agreement” under Treas. Reg. Section 1.367(a)-8 (a “GRA”) with respect to the Merger. Buyer (i) shall not, and shall not permit any of its Subsidiaries to, take any actions that would result in the recognition of gain by Seller under the GRA including without the prior written consent of Seller, not to be unreasonably withheld or delayed provided, however, that Buyer shall be permitted to undertake the transactions contemplated by Exhibit L, and provided further, that this clause (i) shall cease to apply upon the earlier of the end of the Seller’s fifth full taxable year following close of the taxable year in which the Closing occurs and such time as Seller owns less than 4% of the Aggregate Equity Consideration, and (ii) upon request by Seller, shall provide Seller at Seller’s expense with such information as Seller may reasonably require to enable Seller (x) to comply with its reporting obligations in respect of such GRA under Treas. Reg. Section 1.367(a)-8, and (y) to prepare, on behalf of Xxx Xxxxxx, the statement required under Treas. Reg. Section 1.367(a)-3(c)(6), provided, that this clause (ii) shall cease to apply upon the earlier of limitation through the filing by Seller of its federal income tax return for the fifth full taxable year following the close of the taxable year in which the Closing occurs and the filing by Seller of its federal income tax return for the first taxable year in which Seller no longer owns any of the Aggregate Equity Consideration. This Section 8.03(g) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11amended Tax Returns.