Common use of Controlled Foreign Corporation Clause in Contracts

Controlled Foreign Corporation. Each year, based on and in reliance of the information provided by the Investors, the Company shall make due inquiry with its tax advisors regarding whether the Company or any of its subsidiaries is treated as a “Controlled Foreign Corporation” (“CFC”) as defined in the Code, whether any portion of the Company’s or any of its subsidiaries’ income is “Subpart F Income” (as defined in Section 952 of the Code) (“Subpart F Income”) and each Investor’s share, if any, of such Subpart F Income. The Company shall furnish the results of such inquiry to each Investor that is a United States Shareholder or has a beneficial owner that is a United States Shareholder (“Indirect United States Shareholder”) no later than sixty (60) days following the end of the Company’s or applicable subsidiary’s taxable year. In addition, for each year the Company determines that the Company or any of its subsidiaries is treated as a CFC, the Company shall furnish to such Investor, no later than sixty (60) days following the end of the Company’s or applicable subsidiary’s taxable year, any information reasonably necessary for such Investor (or its beneficial owner) to calculate its global intangible low-taxed income (as defined in Section 951A of the Code). Each Investor shall reasonably cooperate with the Company to provide information necessary for the Company’s tax advisors to determine the status of such Investor, or such Investor’s Partners, as a “United States Shareholder” within the meaning of Section 951(b) of the Code, provided, however, that no Investor shall be required to provide any confidential information in connection with this determination. The Company shall make reasonable commercial efforts, and shall cause each of its subsidiaries to make reasonable commercial efforts, to provide each Investor in a timely manner (no later than seventy-five (75) days following the end of each taxable year commencing with the first taxable year for which the Company or any of its subsidiaries is a CFC) with the information in its possession or reasonably obtainable that is necessary to allow such Investor or such Investor’s Partners to comply with its U.S. tax filing and reporting obligations as a result of any of the Company and its subsidiaries being treated as a CFC. For purposes of this Agreement, the term “

Controlled Foreign Corporation. Each year, based on and in reliance of the information provided by the Investors, the Company shall make due inquiry with its tax advisors regarding whether the Company or any of its subsidiaries is treated as a “Controlled Foreign Corporation” (“CFC”) as defined in the Code, whether any portion of the Company’s or any of its subsidiaries’ income is “Subpart F Income” (as defined in Section 952 of the Code) (“Subpart F Income”) and each Investor’s share, if any, of such Subpart F IncomeIncome (regardless of whether an Investor is a “United States Shareholder” or not). The Company shall furnish the results of such inquiry to each Investor that is a United States Shareholder or has a beneficial owner that is a United States Shareholder (“Indirect United States Shareholder”) the Investors no later than sixty (60) days following the end of the Company’s or applicable subsidiary’s taxable year. In addition, for each year the Company determines that the Company or any of its subsidiaries is treated as a CFC, the Company shall furnish to such Investor, no later than sixty (60) days following the end of the Company’s or applicable subsidiary’s taxable year, any information reasonably necessary for such Investor (or its beneficial owner) to calculate its global intangible low-taxed income (as defined in Section 951A of the Code). Each Investor shall reasonably cooperate with the Company to provide information necessary for the Company’s tax advisors to determine the status of such Investor, or such Investor’s Partners, as a “United States Shareholder” within the meaning of Section 951(b) of the Code, provided, however, that no Investor shall be required to provide any confidential information in connection with this determination. The Company shall make reasonable commercial efforts, and shall cause each of its subsidiaries to make reasonable commercial efforts, to provide each Investor in a timely manner (no later than seventy-five (75) days following the end of each taxable year commencing with the first taxable year for which the Company or any of its subsidiaries is a CFC) with the information in its possession or reasonably obtainable that is necessary to allow such Investor or such Investor’s Partners to comply with its U.S. tax filing and reporting obligations as a result of any of the Company and its subsidiaries being treated as a CFC. For purposes of this Agreement, the term “Investor’s Partners” shall mean each of the Investor partners, members, shareholders and other equity holders and any direct or indirect owners of such partners, members, shareholders and other equity holders. The Company shall be deemed to satisfy its obligations set forth in this Section 12.5 in the event that it is unable to provide the information related to the CFC status of the Company or any of its subsidiaries solely as the result of the failure of an Investor to provide any relevant information.