Certain U.S. Tax Matters Sample Clauses

Certain U.S. Tax Matters. Notwithstanding anything to the contrary contained in this Indenture, each of the Company and any Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. The Company, the Trustee and the Paying Agent shall cooperate with each other and shall provide each other with reasonable access to, and copies of, documents or information necessary for each of the Company, the Trustee and the Paying Agent to comply with any withholding tax or tax information reporting obligations imposed on any of them, including any obligations imposed pursuant to an agreement with a governmental authority. ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Certain U.S. Tax Matters. 22.1 The Shareholders agree that, solely for U.S. tax purposes, the Company shall elect to be treated as a partnership. The Company shall file with the U.S. Internal Revenue Service IRS Form 8832 and shall take such other steps as are necessary to cause the Company to be so treated. 22.2 The Shareholders further acknowledge and agree that: (a) the CPECs are intended to be treated as partnership interests for U.S. federal income tax purposes; and (b) none of such Shareholders shall take positions in any U.S. federal income tax report or filing that are inconsistent with such treatment. 22.3 Schedule 5 (United States tax and other matters ) to this Agreement sets forth certain additional provisions that will apply solely for purposes of maintaining capital accounts, allocating income, gain, loss, and deduction, and determining relevant elections for United States tax purposes.

Certain U.S. Tax Matters. (a) Each of Parent, Holdings, Merger Sub and the Company shall use its reasonable best efforts to cause the Parent Merger to qualify for the Parent Merger Intended Tax Treatment and the Merger to qualify for the Merger Intended Tax Treatment, and none of Parent, Holdings, Merger Sub or the Company has taken or will take any action (or fail to take any action), if such action (or failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Parent Merger from qualifying for the Parent Merger Intended Tax Treatment or Merger from qualifying for the Merger Intended Tax Treatment. (b) Each of Parent, the Company, and their respective Affiliates shall file all Tax Returns consistent with the Parent Merger Intended Tax Treatment and the Merger Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-(a) on or with its Tax Return for the taxable year of the Parent Merger and Merger), and shall take no position inconsistent with the Parent Merger Intended Tax Treatment or the Merger Intended Tax Treatment (whether in audits, Tax Returns or otherwise), in each case, unless otherwise required by a Taxing Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. (c) Notwithstanding anything to the contrary contained herein, all Transfer Taxes shall be paid by Parent. The Party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, the Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other document. Notwithstanding any other provision of this Agreement, the Parties shall (and shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. (d) In the event the SEC requests or requires a tax opinion regarding (i) the Parent Merger Intended Tax Treatment, Parent shall cause ▇▇▇▇ & ▇▇▇▇ LLP to deliver such tax opinion to Parent, or (ii) the Merger Intended Tax Treatment, the Company shall cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to deliver such tax opinion to the Company. Each party shall use reasonable best efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP. No...

Certain U.S. Tax Matters. (a) For U.S. federal income tax purposes (and any applicable corresponding state or local income tax purposes), the Parties intend that the exchange of Company Shares for Merger Consideration pursuant to the Merger constitute a taxable transaction and the Merger not constitute a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended U.S. Tax Treatment”). Each of the Parties shall use commercially reasonable efforts to support the Intended U.S. Tax Treatment. (b) The Parties shall, and shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other Parties, to furnish such information and assistance relating to Taxes as is reasonably necessary in connection with the making of any election under Section 338(g) of the Code, including providing any certifications with respect to applicable U.S. Company Subsidiaries under Treasury Regulations Section 1.1445-2(c)).

Certain U.S. Tax Matters. The Warrantors jointly and severally represent and warrant to the Series E Investors that: 9.1 Immediately after the Closing, the Company will not be a “Controlled Foreign Corporation” (“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”) with respect to the shares held by the Investor. In the event that the Company is determined in writing by internationally recognized counsel or accountants for a Series E Investor to be a CFC with respect to the shares held by such Series E Investor, the Company agrees (a) to use commercially reasonable efforts to avoid generating Subpart F Income (as defined in the Code) (“Subpart F Income”) and (b) to the extent permitted by law, to annually make dividend distributions to such Series E Investor in an amount equal to 50% of any income deemed distributed to the Investor that would have been deemed distributed to such Series E Investor pursuant to Section 951(a) of the Code had such Series E Investor been a “United States person” as such term is defined in Section 7701(a)(30) of the Code (or such lesser amount determined by the Investor in its sole discretion). No later than two (2) months following the end of each Company taxable year, the Company shall provide the following information to the Series E Investors: (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a report regarding the Company’s status as a CFC. In addition, the Company shall provide such Series E Investors with reasonable access to such other Company information as may be required by the Series E Investors to determine the Company’s status as a CFC, to determine whether the Investor or any of the Investor’s Partners is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income tax return, or to allow such Series E Investor or such Investor’s Partners to otherwise comply with applicable United States federal income tax laws. For purposes of this Section 9.1, (i) the term “Investor’s Partners” shall mean each of the Investor’s shareholders, partners, members or other equity holders and any direct or indirect equity owners of such entities and (ii) the “Company” shall mean the Company and any of its Subsidiaries.

Certain U.S. Tax Matters. 9.8.1 Celgene and OncoMed agree and acknowledge that the portion of this Co-Co Agreement that relates to development and commercialization activities in the United States [***], and each of Celgene and OncoMed will treat such portion of this Co-Co Agreement as [***] pursuant to the terms set forth in Exhibit G to this Co-Co Agreement; provided, that the Parties may amend Exhibit G if such amendments are mutually agreed upon in writing by the Parties. Neither Party shall take any position or cause their Affiliates to take any position inconsistent with Exhibit G (including as amended pursuant to the proviso in the immediately previous sentence) for tax purposes (including with respect to filing U.S. federal income tax returns and in the course of any audit, review or litigation), unless otherwise required by applicable law. 9.8.2 Celgene and OncoMed agree and acknowledge that the portion of this Co-Co Agreement with respect to certain development and commercialization activities outside the United States does not [***]. Neither Party shall take any position or cause their Affiliates to take any position inconsistent with the immediately previous sentence for tax purposes (including with respect to filing U.S. federal income tax returns and in the course of any audit, review or litigation).

Certain U.S. Tax Matters. 3.1 The Company shall elect or has elected to be classified as an association taxable as a corporation for U.S. federal income tax purposes from its inception, or shall be allowed to default or has defaulted to such status. The Tax Matters Person is hereby authorized and empowered on behalf and in the name of the Company or any member of the Group to make any US tax entity classification election, and the other Shareholders and each member of the Group shall cooperate with the Tax Matters Person in connection therewith, and shall not take any action to revoke such elections.

Certain U.S. Tax Matters. (133) For U.S. federal (and applicable U.S. state and local) income tax purposes, Athena shall treat (and cause its Affiliates to treat) the Cash Transfer and Merger as a taxable sale of the assets and liabilities of each Group Company to Sapphire. (134) Sapphire shall use commercially reasonable efforts to provide Athena or its Affiliates with any information available to Sapphire, in the form in which such information is available to Sapphire, reasonably requested by Athena or its Affiliates with respect to any U.S. federal (and applicable state and local) income tax positions taken (or to be taken) that relate to any Group Company for any taxable period ending prior to or including the Closing Date; provided that Sapphire shall not be required to incur any unreimbursed out-of-pocket cost or expense in providing such information.

Certain U.S. Tax Matters. For U.S. federal (and applicable U.S. state and local) income tax purposes, each of Athena and Angel shall treat (and cause their respective Affiliates to treat) the Cash Transfer as a taxable sale of the assets and liabilities of each Group Company to Angel.