Foreign Tax Matters. The Seller Interests have not and have never been United States real property interests as defined in Section 897(g) of the Code and the regulations thereunder.
Foreign Tax Matters. Company does not have a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country. Company has not participated in an international boycott as defined in Section 999 of the Code.
Foreign Tax Matters. Remainco shall, at its own expense, have exclusive responsibility and control of the Remainco Foreign Tax Matter and the New News Corporation Foreign Tax Matter. The Parties shall assist and cooperate with each other during the course of any such examination, audit or litigation. Remainco shall reimburse New News Corporation for all reasonable out-of-pocket costs and expenses incurred by the New News Corporation Group that directly relate to the Remainco Foreign Tax Matter and the New News Corporation Foreign Tax Matter within thirty (30) Business Days of receiving an invoice from New News Corporation therefor, including a calculation of the amount of costs or expenses that provides sufficient detail to permit Remainco to reasonably understand the calculations.
Foreign Tax Matters. The Company is not and has never been a United States real property holding corporation as defined in Section 897(c)(2) of the Code.
Foreign Tax Matters. Each Lender which is a foreign person (i.e., a Person other than a United States Person for United States Federal income tax purposes) hereby agrees that:
Foreign Tax Matters. Neither Target nor any Subsidiary organized outside of the United States is or has been classified as a passive foreign investment company, as defined in Section 1297 of the Code.
Foreign Tax Matters. The Litigation Trustee shall duly comply on a timely basis with all obligations, and satisfy all liabilities, imposed on the Litigation Trustee or the Litigation Trust under non-United States law relating to taxes. The Litigation Trustee, or any other legal representative of the Litigation Trust, shall not distribute the Litigation Trust Assets or proceeds thereof without having first obtained all certificates required to have been obtained under applicable non-United States law relating to taxes.
Foreign Tax Matters. The Liquidating Trustee shall duly comply on a timely basis with all obligations, and satisfy all liabilities, imposed on the Liquidating Trustee or the Liquidating Trust under non-United States law relating to taxes. The Liquidating Trustee, or any other legal representative of the Liquidating Trust, shall not distribute the Liquidating Trust Assets or proceeds thereof without having first obtained all certificates required to have been obtained under applicable non-United States law relating to taxes.
Foreign Tax Matters. 61 9.20 Responses to Requests..................................62
Foreign Tax Matters. (a) Each Party may determine the foreign tax status of the Company and any Subsidiary and take all actions on behalf of the Company and any Subsidiary and to cause the Company and any such Subsidiary to take all actions that such Party determines are necessary or appropriate to obtaining or changing the foreign tax status of the Company or any such Subsidiary, provided, however, that such Party shall previously require in writing the consent of the other Party to any change in such foreign tax status of the Company or any such Subsidiary, such request for consent to include a description of all actions to be taken for such purpose. The Party receiving such request for consent shall only be entitled to withhold its consent to the extent such change can reasonably be determined to create adverse tax or financial effects for such Party, the Company, or any of its Subsidiaries (supported by reasonable tax analysis materials), and the Party opposing such actions gives written notice of its opposition to the Party planning to take such actions within thirty (30) Days from the Day the consent was required in writing. If the Party receiving the request for consent does not oppose in writing to such actions within such thirty (30) Day term, then its consent shall be deemed as granted for all purposes of this Section 6.1(a). Except for opposed actions that have not yet been resolved by the Parties, each Party hereby acknowledges and agrees to take (and to cause any of its Affiliates to take) all actions that the other Party requests in connection with obtaining or changing the foreign tax status of the Company or any Subsidiary, including signing and executing any election or document that such Party determines is necessary or appropriate to obtaining or changing the foreign tax status of the Company or any Subsidiary; provided, however, that no Party need take (and need not cause any of its Affiliates to take) any action that such Party in good faith determines to be adverse to such Party, the Company or any of their respective Affiliates.
(b) It is intended that the Company initially be treated as a corporation for U.S. federal tax purposes. Accordingly, if directed by ADS, the Board shall file an election on U.S. Internal Revenue Service Form 8832 (or successor form) to classify the Company as a corporation for U.S. federal income tax purposes, effective as of the date the Company was formed, and no member of the Board, no officer of the Company nor the Company s...
