Certain Agreed Tax Treatment Sample Clauses

Certain Agreed Tax Treatment. The Parties shall treat the following aspects of the Transactions in the following manner for U.S. federal (and applicable state and local) income tax purposes, and will not, and will not permit any of their respective Affiliates to take a position on any Tax Return or in any Tax audit or examination before any Governmental Entity that is in any way inconsistent with the following agreed treatment (unless required by a final determination within the meaning of Section 1313(a) of the Code or any similar state or local Law): (i) The steps shown at 5.4.2.e, 5.6.0.b, 5.6.0.c, 5.6.0.g and 5.8.0 of Appendix 1.1(a)(1)shall each be treated as a taxable sale or exchange pursuant to a plan to dispose of all of the equity interests in Jersey NewCo, Vantive Health GmbH and Vantive Holding B.V. and the Parties agree and intend that Section 351 of the Code shall not apply to the transactions effecting such steps. (ii) Neither Buyer nor any of its Affiliates (including, after the Closing, the Vantive Group Entities) shall be subject to Treasury Regulations § 1.338-8 in connection with the Transactions or as a result of the Pre-Closing Reorganization. (iii) Amounts payable in accordance with Section 4.33 of the Seller Disclosure Letter shall (i) to the extent treated as paid to US Bidco I for U.S. federal income tax purposes, be treated as an adjustment to purchase price, (ii) to the extent treated as paid to US Bidco II for U.S. federal income tax purposes, be treated as an adjustment to purchase price, and (iii) to the extent treated as paid to Irish Bidco for U.S. federal income tax purposes, be treated as an adjustment to purchase price followed by a distribution of such amounts to Irish Bidco’s direct or indirect parent, and a contribution of such amounts to US Bidco II. (iv) Jersey Newco shall be treated as tax resident in Ireland from its date of formation, and in furtherance of the foregoing Seller shall or shall cause its Affiliates to take the actions set forth in Section 4.15(q)(iv) of the Seller Disclosure Letter. (v) Each Sold CFC shall be treated as a “controlled foreign corporation” within the meaning of Section 957(a) of the Code for at least one day after the Closing Date.
Sample 1
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Related to Certain Agreed Tax Treatment

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price for Tax purposes.

  • Xxx Treatment We have not promised you any particular tax outcome from buying or holding the Note.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

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