Fiscal Unity. No Dutch Credit Party is a member of a fiscal unity (fiscal eenheid) other than (a) a fiscal unity among the Dutch Credit Parties only or (b) so long as the Tax Sharing Agreement remains in full force and effect, a fiscal unity among the Dutch Credit Parties and other Dutch Affiliates of Tesla B.V. from time to time party to such Tax Sharing Agreement, Tesla Motors Netherlands Coöperatief U.A., and the New B.V.
Fiscal Unity. No Loan Party is a member of a fiscal unity (fiscal eenheid), except for any such fiscal unity solely between Loan Parties incorporated under Dutch law and Crocs Stores B.V.
Fiscal Unity. 30.1 The relevant Data Room contains a copy of every (a) Fiscal Unity decree issued by the relevant Tax Authority confirming that a member of the Target Group has entered into to a Fiscal Unity with the Relevant Parent Company, and (b) Tax sharing arrangement (including without limitation any arrangement under which Tax losses or Tax reliefs are surrendered or agreed to be surrendered or claimed) in respect of the profits, gains or losses of that member of the Target Group with any company not being another member of the Target Group.
30.2 Except as provided in the Accounts, no member of the Target Group is, nor will it be, under any obligation to make or have any entitlement to receive any payment in respect of any period ending on or before the Accounts Date under the arrangements referred to in paragraph 30.1 above.
Fiscal Unity. In respect of the Liberty Global Transferred Group, the CIT Fiscal Unity headed by LGE HoldCo VI B.V. neither is, nor has been, part of a wider CIT Fiscal Unity and no request is, or will be, filed to establish a CIT Fiscal Unity with Liberty Global Holding B.V. or any other CIT Fiscal Unity, other than as envisaged and agreed between the parties, and in respect of the Vodafone Transferred Group, the CIT Fiscal Unity headed by Liberty Global Holding B.V. neither is, nor has been, part of a wider CIT Fiscal Unity and no request is, or will be, filed to establish a CIT Fiscal Unity with any other CIT Fiscal Unity. If, at the discretion of Liberty Global, step 2.1 of the Liberty Global pre-Completion Reorganisation will be effectuated and following this step a Fiscal Unity for Dutch corporate income tax purposes will be formed, Newco will not form part of this Fiscal Unity, but this Fiscal Unity will be headed by Liberty Global Target Company and include all of the subsidiaries referred to in step 2.1(C) of the Liberty Global pre-Completion Reorganisation (as well as Ziggo Services New X.X.xx any point in time prior to Completion), but excluding any company included in the LGE Holdco VI BV Fiscal Unity at the date of the Signing Protocol. The Fiscal Unity headed by Liberty Global Target Company will, prior to Completion not form part of any larger Fiscal Unity for Dutch corporate income tax purposes.
Fiscal Unity. (1) As a representation regarding the incurrence of indebtedness or the granting of guarantees: no Loan Party incorporated under Dutch law is or has been a member of a fiscal unity (fiscale eenheid) for Dutch corporate income tax or value added tax purposes (unless such fiscal unity consists solely of Loan Parties or has been approved by the Administrative Agent (which approval is not to be unreasonably withheld or delayed)).
(2) As a covenant/undertaking regarding the incurrence of indebtedness or the granting of guarantees: no Loan Party incorporated under Dutch law shall create or become a member of a fiscal unity (fiscale eenheid) for Dutch corporate income tax or value added tax purposes (unless such fiscal unity should consist solely of Loan Parties or has been approved by the Administrative Agent (which approval is not to be unreasonably withheld or delayed)), unless a fiscal unity for value added tax purposes is imposed by the Dutch tax authorities.
Fiscal Unity. The Company was part of a Fiscal Unity ("fiscale ------------ eenheid") with Xxxxxx Holding B.V. and Chalud Holding B.V. for value added tax purposes only. In the event the Company would be liable for any taxes, costs and/or expenses as a consequence of the Fiscal Unity, and such liability would impose an obligation on the Shareholders to indemnify the DoveBid Indemnitees, Damages resulting therefrom shall be due by Chalud Holding BV and the other Shareholders shall not be liable for such Damages.
Fiscal Unity. 11.1 The Seller hereby indemnifies and holds the Purchaser and the Company harmless from and shall compensate the Purchaser and the Company for any Tax Liability which, as a result of the Fiscal Unity, will be for the account of the Company, and which in the absence of such Fiscal Unity would have been for the account of the Seller or RLC Management B.V., as a consequence of the application of section 24 of the Dutch 1990 Tax [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 24 Collection Act (Invorderingswet 1990).
11.2 The Purchaser hereby indemnifies and holds the Seller harmless from and shall compensate the Seller for any Taxes (whether actually paid or not or incurred by means of set-off, the loss of a deductible item, the loss of tax losses or otherwise) which, as a result of the Fiscal Unity will be for the account of the Seller or RLC Management B.V. and which in the absence of the Fiscal Unity would have been for the account of the Company, as a consequence of the application of section 24 of the Dutch 1990 Tax Collection Act (Invorderingswet 1990), to the extent any Tax payable by the Company is actually reduced.
11.3 The Seller agrees that it shall fully indemnify and hold harmless the Purchaser or, at the option of the Purchaser, the Company, on a euro for euro basis in relation to the period up to and including the date of this Agreement:
(i) for any Tax Liability of the Company in connection with the application of Article 39 of the Tax Collection Xxx 0000 (Invorderingswet 1990) including all costs and expenses incurred by the Purchaser and/or the Company in respect thereof;
(ii) for any claim by the Seller or a related entity in respect of the utilization of Tax losses or the allocation of Tax, whether by agreement or by law, over the members of the Fiscal Unity, including all costs and expenses incurred by the Purchaser and/or the Company in respect thereof.
Fiscal Unity. 6.1 On the first business day after the Closing Date, Seller shall provide Purchaser with a copy of a letter which was sent to the Dutch Tax Authority informing it that as per the Closing Date the Company and certain other members of the Group no longer form part of a fiscal unity (fiscale eenheid) for Dutch VAT purposes with Seller.
6.2 The Seller shall cancel any existing authority held by any employee or agent of or adviser to the Seller to sign Tax Returns on behalf of any member of the Group with effect from the Closing Date.
6.3 The Seller shall procure that all Tax sharing arrangements between (i) the Seller’s Group (excluding the Group) and (ii) any member of the Group shall be terminated and settled on or prior to the Closing Date.
Fiscal Unity. With respect to each Dutch Loan Party, it is not a member of a fiscal unity (fiscale eenheid) other than a fiscal unity among Dutch Loan Parties only.
Fiscal Unity. No Obligor incorporated under Dutch law is or has been a member of a fiscal unity (fiscale eenheid) for Dutch corporate income tax or value added tax purposes (unless such fiscal unity consists solely of Obligors).
