Dutch CIT Fiscal Unity Sample Clauses

Dutch CIT Fiscal Unity. If, at any time, a Loan Party resident for tax purposes in the Netherlands or carrying on a business through a permanent establishment or deemed permanent establishment in the Netherlands is part of a Dutch CIT Fiscal Unity with any of its group entities resident for tax purposes in the Xxxxxxxxxxx or carrying on a business through a permanent establishment or deemed permanent establishment in the Netherlands (“Dutch CIT Fiscal Unity Member”), and such Dutch CIT Fiscal Unity is, in respect of such Dutch CIT Fiscal Unity Member, terminated or disrupted within the meaning of Article 15(6) of the Dutch CITA (or any other provision which facilitates the termination of a Dutch CIT Fiscal Unity) pursuant to or in connection with the Administrative Agent enforcing its rights under a Loan Document with respect to any Dutch Security Document or the execution of any Dutch Security Document, the relevant member of such Dutch CIT Fiscal Unity shall, for no consideration, as soon as possible at the request of and together with the Dutch CIT Fiscal Unity Member leaving the Dutch CIT Fiscal Unity, lodge a request with the Dutch tax authorities to allocate and surrender any tax losses as referred to in Article 20 of the Dutch CITA to the Dutch CIT Fiscal Unity Member leaving the Dutch CIT Fiscal Unity in connection with Article 15af of the Dutch CITA (or any other provision which facilitates such allocation of tax losses upon termination of the Dutch CIT Fiscal Unity), to the extent such tax losses are attributable to the Dutch CIT Fiscal Unity Member leaving the Dutch CIT Fiscal Unity.

Dutch CIT Fiscal Unity. 8.1 The Dutch CIT Group Companies shall be separated from the Dutch CIT Fiscal Unity as per the Dutch CIT Fiscal Unity Dissolution Date. The Dutch Seller and the Purchaser envisage and shall take the position that, and shall cause the Dutch CIT Group Companies to take the position that, the Dutch CIT Fiscal Unity Dissolution Date is the Completion Date. The Dutch Seller shall cause that within two (2) weeks after the date of this Agreement a request is filed with the Dutch Tax Authority on the basis of paragraph 3.3 of the Dutch CIT Decree asking the Dutch Tax Authority to confirm that the Dutch CIT Fiscal Unity Dissolution Date is not the date of this Agreement but the Completion Date. 8.2 As soon as reasonably practicable following the Completion Date, but in any event within six (6) months from the Completion Date, the Dutch Seller shall provide the Purchaser with (i) the Opening Balance Sheet of the Dutch CIT Group Companies as per the Dutch CIT Fiscal Unity Dissolution Date and (ii) explanatory notes thereto, which shall be prepared in a manner and on a basis consistent with past practice and in accordance with the rules of the CITA. The Dutch Seller shall take into account all reasonable comments the Purchaser may have in relation to the Opening Balance Sheet. If the Purchaser does not comment on the Opening Balance Sheet within twenty (20) Business Days after receipt thereof, the Opening Balance Sheet is deemed to be approved and becomes final. The Purchaser shall cause the Dutch CIT Group Companies and the Dutch Seller shall act in accordance with the final Opening Balance Sheet, including but not limited to procuring that a corresponding position shall be taken in any Tax Return, unless required by applicable Law.

Dutch CIT Fiscal Unity. No Dutch Loan Party shall become a member of a Dutch CIT Fiscal Unity with any Person that is not a Dutch Loan Party without the prior written consent of the Administrative Agent.