Gain Recognition Agreement. Target Parent shall file a Gain Recognition Agreement annually as required in accordance with Section 1.367(a)-8 of the United States Treasury Regulations by the due date, including extensions, of Target Parent's Tax Return that includes the year of the Merger.
Gain Recognition Agreement. Neither Holdco nor any of its Affiliates will take any action or engage in any transaction after Closing that would reasonably be expected to cause AK to incur any Tax as a result of having entered into the Gain Recognition Agreement or any subsequent “gain recognition agreement” under U.S. Treasury Regulations Section 1.367(a)-8.
Gain Recognition Agreement. Duke Energy and Spectra Energy mutually agree to comply with all notification requirements pursuant to Treas. Reg. § 1.367(a)-8 with respect to the gain recognition agreement entered into with respect to PanEnergy Corp’s April 1, 2003 transfer of shares of Westcoast Energy Inc. (“WEI”) to Duke Energy Nova Scotia Holdings Company and to take all reasonable steps necessary to preserve the nonrecognition treatment of such transfer. In connection with such requirement, among other notifications, Spectra Energy agrees to notify Duke Energy within twenty (20) days after any disposition of stock or assets prior to January 1, 2009 that could reasonably be expected to affect the gain recognition agreement or the notification requirements pursuant to Treas. Reg. § 1.367(a)-8.
Gain Recognition Agreement. Parent and Surviving Entity covenant and agree to provide any information reasonably requested by a Company Shareholder that has entered into a gain recognition agreement with the IRS pursuant to section 1.367(a)-3(b)(1)(ii) of the Treasury Regulations with respect to the Merger and has notified Parent in writing that it has entered into such agreement, in order to comply with such Company Shareholder’s gain recognition agreement filing requirements under section 1.367(a)-8 of the Treasury Regulations. Parent and Surviving Entity covenant and agree to inform any Company Shareholder of the occurrence of any events that may affect any such Company Shareholder’s gain recognition agreement, including triggering events or other gain recognition events, as provided in section 1.367(a)-8(c)(2)(iv) of the Treasury Regulations.
Gain Recognition Agreement. RMT Partner and Spinco agree that, in connection with the transactions contemplated by this Agreement, each of the RMT Partner and/or the members of the Spinco Group will take such actions or avoid taking such actions as may reasonably be required to avoid a Gain Recognition Event for the period that encompasses five (5) full taxable years from the taxable year set forth in the Gain Recognition Agreement or as long as any new Gain Recognition Agreement remains in effect, whichever is longer, and will enter into and file with the IRS a new and/or an amended gain recognition agreement (as such term is used in Treasury Regulations Section 1.367(a)-8 or any successor provision thereto) with respect to the transaction set forth in the Gain Recognition Agreement. Each Party shall cooperate fully, including by providing reasonable access to applicable Tax records and information, to allow the Parties to comply with the provision in this covenant and to avoid the recognition of gain by any Party with respect to any new and/or amended gain recognition agreement filed with the IRS in accordance with the terms set forth herein or the terms of an existing Gain Recognition Agreement. The RMT Partner and the applicable members of the Spinco Group each agree to file (or cause any of its Affiliates to file) the annual certification required by Treasury Regulation Section 1.367(a)-8(g) and any other required U.S. Tax statement as may be necessary (including, for example, Form 8838), for all periods the Gain Recognition Agreement shall remain in effect.
Gain Recognition Agreement. With regard to any gain recognition agreement (as such term is used in Treasury Regulations Section 1.367(a)-8 or any successor provision thereto) that is filed by any direct or indirect owner of Sponsor in connection with the Merger Agreement (any such agreement, a “GRA”), PubCo agrees that during the five years following the Closing, as long as the GRA remains in effect, each of PubCo and SPAC shall not take any action (or cause any of its Affiliates to take any action) that qualifies as a “gain recognition event” for purposes of Treasury Regulations Section 1.367(a)-8 (or any successor provision thereto) or otherwise triggers gain under the GRA. Each party shall cooperate fully, including by providing reasonable access to applicable tax records and information, to allow the parties to comply with the covenant in this Section 6 and to avoid the recognition of gain by any party to the GRA.
Gain Recognition Agreement. Neither the Company nor any of its Subsidiaries is a party to a gain recognition agreement pursuant to Code section 367. 25
Gain Recognition Agreement. (i) New Xxxx acknowledges that the C&C Parties may enter into (and cause to be filed with the IRS) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8 in connection with the Merger (a “Gain Recognition Agreement”).
(ii) Upon the written request of any C&C Party, New Xxxx shall use reasonable best efforts to furnish to such C&C Party such information as such C&C Party reasonably requests in connection with, (A) and is reasonably necessary to complete, such C&C Party’s preparation of a Gain Recognition Agreement, (B) the determination of whether there has been a gain “triggering event” under the terms of such Gain Recognition Agreement, and (C) the determination of the amount of gain, if any, resulting from any “triggering event” under the terms of such Gain Recognition Agreement.
(iii) Each C&C Party shall promptly notify New Xxxx of any Gain Recognition Agreement filed by such C&C Party and the terms contained in such Gain Recognition Agreement, and shall thereafter keep New Xxxx informed of any actions undertaken by such C&C Party that result in such C&C Party recognizing gain with respect to its Gain Recognition Agreement; provided, however, that the failure to give such prompt notice shall not affect any Parties’ obligations under this Agreement except to the extent such Party is unable to comply with such obligations as a result of such failure.
(iv) The C&C Parties will (A) if eligible to do so, timely file a new Gain Recognition Agreement in connection with any transaction requiring a Triggering Event Notification if necessary to preserve such C&C Party’s tax treatment afforded by its original Gain Recognition Agreement, (B) promptly notify New Xxxx of any such new Gain Recognition Agreement and the terms thereof, and (C) thereafter keep New Xxxx informed of any actions undertaken by such C&C Party that result in such C&C Party recognizing gain with respect to such new Gain Recognition Agreement; provided, however, that the failure to give such prompt notice shall not affect any Parties’ obligations under this Agreement except to the extent such Party is unable to comply with such obligations as a result of such failure.
(v) Following the Completion Date, New Xxxx shall cause Xxxx OpCo to prepare or cause to be prepared and timely file the reporting statement contemplated by Treasury Regulations Section 1.367(a)-3(c)(6); provided, that the C&C Parties shall furnish to Xxxx OpCo such information in their possession ...
Gain Recognition Agreement. The term "Gain Recognition Agreement" shall mean an agreement to recognize gain as described in Section -45- 53 1.367(a)-8 of the Income Tax Regulations entered into by those Subscribers who immediately following the Berkshire Contribution and the Subscribers' Contribution will hold at least 5 percent of either the total voting power or the total value of the common stock of Holdco One.
Gain Recognition Agreement. The obligations of Paradigm Geotechnology Holdings B.V. ("Holdings") under this Agreement shall be conditioned upon negotiation of an agreement mutually acceptable to Holdings and the Company regarding triggering events under the agreements to recognize gain in accordance with United States Treasury Regulations § 1.367(a)-8 to be entered into by certain indirect owners of Holdings.
