German Tax Matters Sample Clauses

German Tax Matters. (i) A payment under a Loan Document shall not be increased pursuant to this Section 2.18 by reason of a withholding or deduction for, or on account of, Taxes imposed by Germany if on the date on which the payment falls due (A) the payment could have been made to the Lender without a withholding or deduction if the Lender had been a German Qualifying Lender, but on that date that Lender is not or has ceased to be a German Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any Law or German Treaty, or any published practice or published concession of any relevant taxing authority or (B) the relevant Lender is a German Treaty Lender and a Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without the withholding or deduction had that Lender complied with its obligations under this Section 2.18, or (C) the withholding or deduction has been ordered (angeordnet) on the basis of sec. 50(a) para. 7 of the German income tax act (Einkommensteuergesetz) as amended or restated from time to time. (ii) Each Lender shall indicate, and any additional Lender shall indicate in the Assignment and Assumption which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any German Loan Party, which of the following categories it falls within: (A) not a German Qualifying Lender; (B) a German Qualifying Lender (other than a German Treaty Lender); or (C) a German Treaty Lender. If any additional Lender fails to indicate its status in accordance with this Section 2.18(i)(ii), then such Lender shall be treated for the purposes of this Agreement (including by each German Loan Party) as if it is not a German Qualifying Lender until such time as it notifies the Administrative Agent which category of German Qualifying Lender applies (and the Administrative Agent, upon receipt of such notification, shall inform the German Loan Party). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of an additional Lender to comply with this Section 2.18(i)(ii).
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German Tax Matters. (i) It is the common understanding of the parties to this Agreement, the German Asset Sale Agreement, the German Assignment and Assumption Agreement and the German Real Estate Transfer Agreement that the transfers and assignments of assets and liabilities by German Seller to German Buyer as contemplated in this Agreement, the German Asset Sale Agreement, the German Assignment and Assumption Agreement and the German Real Estate Transfer Agreement constitute a sale of business (Geschäftsveräußerung im Ganzen) within the meaning of sec. 1 para. 1a of the German Value Added Tax Act (Umsatzsteuergesetz) and are not subject to German VAT. Therefore, the parties agree that the Purchase Price as allocated pursuant to Section 2.07 to the assets and liabilities transferred and assigned by German Seller are exclusive of any VAT. German Seller and German Buyer shall use all reasonable endeavors to secure such treatment. German Seller and German Buyer both confirm that they are taxable persons (Unternehmer) in the meaning of sec. 2 para. 1 German VAT Act (Umsatzsteuergesetz). German Buyer, moreover, confirms that it intends to continue the transferred business of German Seller in the same manner. (ii) In the event that, contrary to such understanding, the competent tax office of German Seller takes the position that such transfers and assignments are completely or partly subject to VAT, the parties to this Agreement, the German Asset Sale Agreement, the German Assignment and Assumption Agreement and the German Real Estate Transfer Agreement agree that the Purchase Price as allocated pursuant to Section 2.07 to the assets and liabilities transferred and assigned by German Seller does not include German VAT. German Buyer shall pay the statutory German VAT to German Seller in addition to the Purchase Price. German Buyer may choose to pay such German VAT by assigning to German Seller its input VAT claim before the due date of German Seller’s respective VAT liability in accordance with sec. 46 German Tax Act (Abgabenordnung). In such case, German Seller and German Buyer shall cooperate in order to arrange for the discharge of German Seller’s VAT liability by setting it off against German Buyer’s claim for the refund of input VAT. German Seller shall apply for a stay of payment for offset purposes in relation to its obligation to pay the respective VAT as well as a waiver of the respective interest. If and to the extent that the consent of either the tax office responsible f...
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German Tax Matters. Specific provisions regarding German tax aspects are provided in Schedule 5.9 hereto.
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German Tax Matters i. Except as provided for in the Most Recent Financial Statements, neither CKS, PassGo nor a PassGo Affiliate is or will be liable to pay any Tax to a German Tax Authority in respect of any period ending, or any event that occurred, on or before the date of the Most Recent Balance Sheet. ii. In respect of the period from the date of the Most Recent Balance Sheet until Closing, none of CKS, PassGo or a PassGo Affiliate will have any Liability to Tax in Germany other than Tax on trading profits earned in the Ordinary Course of Business. iii. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in CKS, PassGo or a PassGo Affiliate incurring any Liability to Tax in Germany.
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German Tax Matters. (i) Upon the written request of the Company, and additionally as provided in clause (vi) below, the Lenders shall, within 50 Business Days after the Closing Date and each anniversary of the Closing Date, issue confirmations (each a “Tax Confirmation”), but not more than once a year unless the Company demonstrates to the satisfaction of the Facility Agent that more than one Tax Confirmation is required in a particular year, in order to enable any Borrower which falls within the personal scope of obligation of section 8a German corporate income tax law to provide sufficient proof to the German tax authorities about absence of any back-to-back financing within the meaning of the public decrees of the tax authorities (the “Decrees”) to Section 8a of the German Corporate Income Tax Act (Körperschaftsteuergesetz) dated 15 July 2004 and 22 July 2005. (ii) Each European Borrower organized under the laws of Germany will forward to the Lenders such information which may be reasonably required by the Lenders (based on the then applicable practice of the German tax authorities) to enable the Lenders to issue a Tax Confirmation. (iii) No Tax Confirmation shall contain any statements by any Lender that such Lender is not permitted to issue by law, administrative rule or regulation of any jurisdiction that such Lender or any of its Affiliates is subject to. (iv) The Company, on behalf of itself and each other Loan Party, and each Borrower confirms to each Lender and to the Facility Agent that the Tax Confirmations will be issued by the Lenders exclusively at the written request of a European Borrower organized under the laws of Germany and solely for providing proof to the German tax authorities of the absence of any back-to-back-financing pursuant to the Decrees with respect to the Loan Documents and that neither the Lenders nor the Facility Agent are responsible for examining the Loan Parties’ tax position or for achieving any certain tax treatment of the Loan Parties. Furthermore, the Company, on behalf of itself and each other Loan Party, and each Borrower confirms to each Lender and to the Facility Agent that a Tax Confirmation is not given for any Loan Party to rely on, but only for delivery to the competent tax authorities and that, therefore, no Loan Party will raise any claims against a Lender or the Facility Agent based on, or in connection with, a (correct or incorrect) Tax Confirmation. No Lender will be, and the Facility Agent will not be, liable for any los...
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German Tax Matters. (i) The Germany Subsidiary is not subject to any holding period in respect of its assets for purposes of German Tax Law or any other Tax Law. (ii) No bonus payments or similar incentive payments to employees or the like of the German Subsidiary have been executed or promised by the Company, the German Subsidiary or any of the Stockholders or any of their Affiliates that would result in any Tax or social security withholding obligations of the German Subsidiary after the Effective Time without having been provided with the relevant withholding amounts. (iii) None of Company Entities is or has been a party to any joint venture, partnership or other agreement that is or could be treated as a partnership for German Tax purposes. (iv) The Germany Subsidiary has prepared, and is in possession of, all books, records, accounts and other documentation in line with Tax law, Tax ordinances or administrative guidelines, including for the avoidance of doubt, the German principles for the proper keeping and storage of books, records and documents in electronic form and for data access; all books, records, documents and accounts which it is required by Tax law, Tax ordinances or administrative guidelines to present to the competent Tax Authorities only upon their request are also already properly prepared and in possession of the Germany Subsidiary (such documentation includes, but is not limited to, proper transfer pricing documentation). (v) The Germany Subsidiary has not applied for or received or granted any Tax relief measures in relation to or in the context of the Covid 19-Pandemic. (vi) The Germany Subsidiary has not participated in any transaction or arrangement in the meaning of the EU Council Directive 2018/822 (reportable cross-border arrangement). (vii) The Germany Subsidiary has always been solely Tax-resident in Germany and has never had permanent establishments, VAT presences, permanent representatives, commission agents , employees or any other comparable taxable presence outside of Germany.
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German Tax Matters 
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Related to German Tax Matters

  • Income Tax Matters (a) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Grantee, are withheld or collected from Grantee. (b) The Company shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its affiliates may reasonably be obligated to withhold with respect to the grant, vesting, or other event with respect to the Restricted Stock Units. The Company may, in its sole discretion, withhold a sufficient number of shares of Common Stock in connection with the vesting of the Restricted Stock Units at the Fair Market Value of the Common Stock (determined as of the date of measurement of the amount of income subject to such withholding) to satisfy the minimum amount of any such withholding obligations that arise with respect to the vesting of such Restricted Stock Units. The Company may take such action(s) without notice to the Grantee, and the Grantee shall have no discretion as to the satisfaction of tax withholding obligations in such manner. If, however, any withholding event occurs with respect to the Restricted Stock Units other than upon the vesting of such Restricted Stock Units, or if the Company for any reason does not satisfy the withholding obligations with respect to the vesting of the Restricted Stock Units as provided above in this Section 8(b), the Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee the minimum amount of any such withholding obligations. (c) The Restricted Stock Unit Award evidenced by this Agreement, and the issuance of shares of Common Stock to the Grantee in settlement of vested Restricted Stock Units, is intended to be taxed under the provisions of Section 83 of the Code, and is not intended to provide and does not provide for the deferral of compensation within the meaning of Section 409A(d) of the Code. Therefore, the Company intends to report as includible in the Grantee’s gross income for any taxable year an amount equal to the Fair Market Value of the shares of Common Stock covered by the Restricted Stock Units that vest (if any) during such taxable year, determined as of the date such Restricted Stock Units vest. In furtherance of this intended tax treatment, all vested Restricted Stock Units shall be automatically settled and payment to the Grantee shall be made as provided in Section 1(c) hereof, but in no event later than March 15th of the year following the calendar year in which such Restricted Stock Units vest. The Grantee shall have no power to affect the timing of such settlement or payment. The Company reserves the right to amend this Agreement, without the Grantee’s consent, to the extent it reasonably determines from time to time that such amendment is necessary in order to achieve the purposes of this Section.

  • U.S. Tax Matters (a) The Parties intend that (a) upon completion of the Continuance, the Resulting Issuer is treated as a U.S. domestic corporation under Section 7874 of the Code and (b) the Section 351 Transactions are interdependent steps in a single transaction, to which the Parties are legally committed as provided herein, and to which the Parties intend to treat as a single integrated transaction qualifying as a tax-deferred transaction within the meaning of Section 351 of the Code. Each Party hereto agrees to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with the treatment set forth in this Section 2.15, unless otherwise required by applicable Law. Notwithstanding the foregoing, the Parties do not make any representation, warranty or covenant to any other Party or to their shareholders or members (and including, without limitation, holders of stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Business Combination, including, but not limited to, whether the Section 351 Transactions will qualify as a tax-deferred transaction within the meaning of Section 351 of the Code or as tax-deferred transactions for purposes of any United States state or local income tax law. (b) Notwithstanding any other provision of this Agreement, the Contemporaneous Agreements, and any other agreements or documents required or contemplated to be delivered in connection herewith or therewith, to the contrary: (i) no Transacting Party is permitted to hire employees based in Canada unless immediately after the transactions consummated in connection with the Business Combination, the Resulting Issuer, together with all of its Subsidiaries (including each of the Transacting Parties), would have less than 25% of their employees (by number) based in Canada as determined for purposes of Section 7874 of the Code; (ii) no Party shall knowingly take any action, cause any action to be taken, fail to take any commercially reasonable action or cause any commercially reasonable action to fail to be taken, which action or failure to act would reasonably be expected to prevent the Section 351 Transactions from qualifying as tax-deferred transactions within the meaning of Section 351 of the Code; (iii) the number of Resulting Issuer Common Shares to be issued to the SVT Shareholders shall not exceed 15.00% of the stock of the Resulting Issuer as determined under Section 7874 of the Code and the U.S. Treasury Regulations promulgated thereunder; and (iv) if, as a result of the adoption, implementation, promulgation, repeal, modification, amendment or change in applicable Law (including with respect to U.S. Treasury Regulations under Section 7874 of the Code) after the date hereof, upon completion of the Continuance, the Resulting Issuer would not be treated as a U.S. domestic corporation under Section 7874 of the Code, the Parties, upon unanimous agreement, shall take actions as to ensure that the Resulting Issuer is so treated.

  • Other Tax Matters (i) No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Company or any of the Company Subsidiaries and remains unpaid, except for such deficiencies that are being contested, or that will be contested, in each case, in good faith, and, in each case, for which adequate reserves have been established on the books and records of the Company and the Company Subsidiaries in accordance with U.S. GAAP. Neither the Company nor any Company Subsidiary is currently the subject of an audit or other examination relating to the payment of material Taxes of the Company or such Company Subsidiary by a Taxing Authority of any nation, state or locality nor has the Company nor any of the Company Subsidiaries received any written notices from any Taxing Authority that such an audit or examination is pending, or that the Company or any of the Company Subsidiaries was required to file any Tax Return that was not filed. (ii) Neither the Company nor any Company Subsidiary is presently contesting any material Tax liability of the Company or any Company Subsidiary before any court, tribunal or agency. (iii) All material Taxes that the Company or any of the Company Subsidiaries is (or was) required by Applicable Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, member or other third party have been duly withheld or collected, and have been paid over to the proper authorities to the extent due and payable. (iv) The Company and each of the Company Subsidiaries has complied in all material respects with all information reporting (and related withholding) and record retention requirements. (v) Neither the Company nor any Company Subsidiary has waived any statute of limitations with respect to Taxes nor agreed to any extension of time with respect to a Tax assessment or deficiency. (vi) There are no liens for material Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of the Company Subsidiaries. (vii) None of the Company and the Company Subsidiaries is a party to or bound by any closing agreement, private letter rulings, technical advance memoranda, offer in compromise, or any other agreement with any Taxing Authority, in each case that could have a materially adverse effect after the Closing Date. (viii) Neither the Company nor any of the Company Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and the Company Subsidiaries). (ix) Neither the Company nor any of the Company Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (x) Neither the Company nor any of the Company Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Neither the Company nor any of the Company Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any closing agreement, installment sale or open transaction on or prior to the Closing Date, any accounting method change or agreement with any Taxing Authority, any prepaid amount received on or prior to the Closing Date, any election pursuant to Section 108(i) of the Code (or any corresponding provision of state, local or foreign Tax law) made with respect to any taxable period ending on or prior to the Closing Date, or, to the Knowledge of the Company, any intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law).

  • Certain Tax Matters (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

  • Withholding; Tax Matters (a) The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Corporation may establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any other local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Corporation withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator. (b) The Participant acknowledges that the Corporation has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Corporation or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisor prior to such exercise or disposition. The Participant acknowledges that he or she has been advised that he or she should consult with his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Corporation has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

  • Tax Matters Section 8.12

  • Additional Tax Matters (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

  • Cooperation on Tax Matters (i) Buyer, the Company, and the Interest Owners shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

  • Federal Income Tax Matters The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder: (i) net income of the Trust for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, loss or deduction to the Certificateholders or as otherwise required by the Code.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

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