Common use of Controlled Foreign Corporation Clause in Contracts

Controlled Foreign Corporation. The Company will provide written notice to the Investors as soon as practicable if at any time the Company becomes aware that it or any Group Company has become a “controlled foreign corporation” (the “CFC”) within the meaning of Section 957 of the United States Internal Revenue Code of 1986 (the “Code”). Upon written request of any Investor who is a United States shareholder within the meaning of Section 951(b) of the Code, the Company will (i) use best efforts to provide in writing such information as is in its possession and reasonably available concerning its shareholders to assist such Investor in determining whether the Company is a CFC and (ii) provide such Investor with reasonable access to such other Company information as is in the Company’s possession and reasonably available as may be required by such Investor (A) to determine the Company’s status as a CFC, (B) to determine whether such Investor is required to report its pro rata portion of the Company’s “Subpart F income” (as defined in Section 952 of the Code) on its United States federal income tax return, or (C) to allow such Investor to otherwise comply with applicable United States federal income tax laws; provided that the Company may require such Investor to enter into a confidentiality agreement in customary form. If the Company is, in the reasonable opinion of the Company’s tax advisors or the reasonable opinion of a holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares, a CFC, the Company shall to the extent permitted by law, pay to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares (whether by way of distribution or otherwise) an amount equal to 50% of the undistributed earnings of the Company that are included in the gross income of such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares pursuant to Section 951 of the Code. Payment hereunder shall be made to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares not later than sixty (60) days following the end of taxable years for such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares.

Controlled Foreign Corporation. The Company will provide written notice to the Investors as soon as practicable if at any time the Company becomes aware that it or any Group Company has become a “controlled foreign corporation” (the “CFC”) within the meaning of Section 957 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986 (the “Code”). Upon written request of any Investor who is a United States shareholder within the meaning of Section 951(b) of the Code, the Company will (i) use best commercially reasonable efforts to provide in writing such information as is in its possession and reasonably available concerning its shareholders to assist such Investor in determining whether the Company is a CFC and (ii) provide such Investor with reasonable access to such other Company information as is in the Company’s possession and reasonably available as may be required by such Investor (A) to determine the Company’s status as a CFC, (B) to determine whether such Investor is required to report its pro rata portion of the Company’s “Subpart F income” (as defined in Section 952 of the Code) on its United States federal income tax return, or (C) to allow such Investor to otherwise comply with applicable United States federal income tax laws; provided that the Company may require such Investor to enter into a confidentiality agreement in customary form. If the Company is, in the reasonable opinion of the Company’s tax advisors or the reasonable opinion of a holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares, a CFC, the Company shall to the extent permitted by law, pay to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares (whether by way of distribution or otherwise) an amount equal to 50% of the undistributed earnings of the Company that are included in the gross income of such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares pursuant to Section 951 of the Code. Payment hereunder shall be made to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares not later than sixty (60) days following the end of taxable years for such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares.

Controlled Foreign Corporation. The Company will provide written notice to Each year, based on and in reliance of the Investors as soon as practicable if at any time information provided by the shareholders of the Company becomes aware that it (the “Shareholders”) within a reasonable time after being requested, the Company shall make due inquiry with its tax advisors regarding whether the Company or any Group Company has become of its Subsidiaries is treated as a “controlled foreign corporationControlled Foreign Corporation” (the “CFC”) within the meaning of Section 957 of as defined in the United States Internal Revenue Code of 1986 (the “Code”), whether any portion of the Company’s or any of its Subsidiaries’ income is (a) “Subpart F Income” (as defined in Section 952 of the Code) (“Subpart F Income”) or (b) “global intangible low-taxed income” (as defined in Section 951A(b) of the Code) (“GILTI”) and each Shareholder’s share, if any, of such Subpart F Income and/or GILTI (regardless of whether a Shareholder is a “United States Shareholder” or not). Upon written request of any Investor who is a United States shareholder Shareholder (or whose direct or indirect owners are United States Shareholders) with respect to the Company or any Group Company within the meaning of Section 951(b) of the Code, the Company will (i) use best efforts to provide in writing such information as is in its possession and reasonably available concerning its shareholders and affiliates to assist such Investor in determining whether the Company or any Group Company is a CFC and (ii) provide such Investor with reasonable access to such other Company information as is in the Company’s or Group Company’s possession and reasonably available as may be required by such Investor (A) to determine the Company’s (or Group Company’s) status as a CFC, (B) to determine whether such Investor is required to report its pro rata portion of the Company’s (or Group Company’s) “Subpart F income” (as defined in Section 952 of the Code) on its United States federal income tax return, or (C) to allow such Investor to otherwise comply with applicable United States federal income tax lawslaws (including with respect to the making of any determinations under Section 951A of the Code); provided that the Company may require such Investor to enter into a confidentiality agreement in customary form. If the Company is, in the reasonable opinion of the Company’s tax advisors or the reasonable opinion of a holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares, a CFC, the Company shall to the extent permitted by law, pay to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares (whether by way of distribution or otherwise) an amount equal to 50% of the undistributed earnings of the Company that are included in the gross income of such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares pursuant to Section 951 of the Code. Payment hereunder shall be made to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares not later than sixty (60) days following the end of taxable years for such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Preferred Shares.

Controlled Foreign Corporation. The Company will provide written notice to the Investors as soon as practicable if at any time the Company becomes aware that it or any Group Company has become a “controlled foreign corporation” (the “CFC”) within the meaning of Section 957 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986 (the “Code”). Upon written request of any Investor who is a United States shareholder within the meaning of Section 951(b) of the Code, the Company will (i) use best commercially reasonable efforts to provide in writing such information as is in its possession and reasonably available concerning its shareholders to assist such Investor in determining whether the Company is a CFC and (ii) provide such Investor with reasonable access to such other Company information as is in the Company’s possession and reasonably available as may be required by such Investor (A) to determine the Company’s status as a CFC, (B) to determine whether such Investor is required to report its pro rata portion of the Company’s “Subpart F income” (as defined in Section 952 of the Code) on its United States federal income tax return, or (C) to allow such Investor to otherwise comply with applicable United States federal income tax laws; provided that the Company may require such Investor to enter into a confidentiality agreement in customary form. If the Company is, in the reasonable opinion of the Company’s tax advisors or the reasonable opinion of a holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Special Preferred Shares, a CFC, the Company shall to the extent permitted by law, pay to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Special Preferred Shares (whether by way of distribution or otherwise) an amount equal to 50% of the undistributed earnings of the Company that are included in the gross income of such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Special Preferred Shares pursuant to Section 951 of the Code. Payment hereunder shall be made to such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Special Preferred Shares not later than sixty (60) days following the end of taxable years for such holder of Series C Preferred Shares, Series B Preferred Shares, Series A+ Preferred Shares or/and Series A Special Preferred Shares.