CFC/PFIC Sample Clauses
CFC/PFIC. (a) If the Company or any Subsidiary is or will become a controlled foreign corporation (“CFC”), or passive foreign investment company (“PFIC”), the Company shall furnish, or cause to be furnished, to each Management Shareholder upon its reasonable request, on a timely basis, and at the expense of the Companies, all information necessary to satisfy the U.S. income tax return filing requirements of each Management Shareholder arising from its investment in the Company.
(b) The Company shall reasonably cooperate with and assist in good faith, and shall cause each Subsidiary to reasonably cooperate with and assist in good faith, each of the Management Shareholders in determining whether the Company or any Subsidiary is a CFC within the meaning of Section 957 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Without limiting the generality of the foregoing, if any Management Shareholder shall determine that the Company or any Subsidiary is a CFC, the Company shall furnish, or cause to be furnished, such information necessary to enable each Management Shareholder to compute the earnings and profits of the Company and each Subsidiary, determined in accordance with U.S. federal income tax accounting principles, and the non-US taxes paid by the Company and each Subsidiary for each taxable period, which shall include, without limitation, (i) annual financial statements of the Company and its Subsidiaries prepared in accordance with U.S. GAAP that are supported by sufficient detailed records to make the necessary tax adjustments to compute U.S. earnings and profit adjustments; (ii) a schedule or schedules detailing (a) the type and the amount of income earned by the Company and its Subsidiaries, (b) all outstanding debts and loans between the Company or any Subsidiary on the one hand and a related party on the other, (c) the amount and description of all payments made between the Company or any Subsidiary on the one hand a related party on the other, (d) the source of the income earned by the Company and its Subsidiaries and whether or not it was earned from a related party, and (e) the amount of any foreign taxes paid by the Company and its Subsidiaries, the dates such taxes were paid and the countries to which such taxes were paid; and (iii) the name and address, if any, of (a) the Company’s and each Subsidiary’s US agent; (b) the Company’s and each Subsidiary’s agent in its country of incorporation and (c) the person with the custody of the Comp...
CFC/PFIC. The Company and the other Parties hereto shall use their reasonable best efforts to ensure that neither the Company or any of its Subsidiaries is treated as a “controlled foreign corporation” (a “CFC”) within the meaning of section 957 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or “passive foreign investment company” (a “PFIC”) within the meaning of section 1297 of the Code for U.S. federal income tax purposes for any taxable year. Without limiting the foregoing, the Company shall, and shall cause each Subsidiary to, use reasonable best efforts to ensure that (A) less than 75% of the gross income of the Company for any taxable year, as determined for U.S. federal income tax purposes, will be “passive income” and (B) the “average percentage” of the assets of the Company which produce “passive income”, is less than 50% of the assets held by the Company, in each case within the meaning of Section 1297 of the Code, including by causing one or more Subsidiaries of the Company to make cash distributions to the Company and by causing the Company to make cash distributions to its shareholders, during such taxable year.
CFC/PFIC. The Covenantors agree, and shall procure other Group Companies, to provide the Investor upon demand with books and records of the Group Companies, information with respect to shareholders and other relevant information, to cooperate with the Investor to fulfill the Investor’s obligations, liabilities and tax election demands under U.S. tax law, and to comply with all necessary reporting requirements.