Certain U.S. Tax Matters. 16.1 Frontline shall use its reasonable best efforts to cause the Relocation to qualify, and shall not take or knowingly fail to take (and shall cause its Affiliates and Subsidiaries not to take or knowingly fail to take) any action that could reasonably be expected to prevent or impede the Relocation from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code.
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
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.
Certain U.S. Tax Matters. The Warrantors jointly and severally represent and warrant to the Series F Investors that:
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.
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. (a) Merger Subs. Parent shall establish each of Merger Sub A, Merger Sub B, and Merger Sub C as a first-tier wholly owned Subsidiary of the Parent.
Certain U.S. Tax Matters. The Company and the Holders hereby acknowledge and agree that, for U.S. federal income tax purposes, this Indenture and the amendment and restatement of the NPA Obligations and re-evidencing of such NPA Obligations shall not result in a “significant modification” within the meaning of Treasury Regulations Section 1.1001-3(b) of the Notes originally issued under the Note Purchase Agreement. The Company and the Holders shall not take any position inconsistent with the foregoing treatment, on any applicable U.S. federal income or state tax return or in connection with any U.S. federal income or state tax audit or other proceeding, except as required by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code. ARTICLE SEVEN
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.
Certain U.S. Tax Matters. Topco shall consult in good faith with the Coty Parent with respect to the following actions:
