Common use of Passive Foreign Investment Company Status Clause in Contracts

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 2022.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2014 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222015.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31September 30, 2021 2022 and does not expect that it will become a PFIC for the taxable year ending December 31September 30, 20222023.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2022 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222023.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31June 30, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222021.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2017 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222018.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31June 30, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222024.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2018 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222021.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December March 31, 2021 2023 and does not expect that it will become a PFIC for the taxable year ending December March 31, 20222024.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not believes it is a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222021.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the The Company conducts its business, the Company believes that it was not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code (of 1986, as amended, for its most recent taxable year, believes that it will not be a “PFIC”) PFIC for the its current taxable year ended December 31and, 2021 based on the Company’s current operations and future projections, does not expect that it will become to be classified as a PFIC for the any subsequent taxable year ending December 31, 2022year.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2018 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222019.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2023 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222024.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company believes it was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31June 30, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222019.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner The Company does not believe that it was a “passive foreign investment company” as defined in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended ending December 31, 2021 2019, and the Company does not expect that it will become anticipate being treated as a PFIC for the taxable year ending December 31, 20222020.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2012 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222013.

Passive Foreign Investment Company Status. Based Subject to the qualifications and assumptions set forth in the Registration Statement and Prospectus, based on the Company’s most current estimates of its gross income and gross assets, the value Company’s intended use of its gross assets (including goodwill) the proceeds of this offering, and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2012 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222013.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income income, assets and projections as to the value of its gross income, gross assets (including goodwill) and the manner in which the Company conducts its business, the Company does not believe it was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2022 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222023.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31June 30, 2022.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and gross assets, the value Company’s intended use of its gross assets (including goodwill) the proceeds of this offering, and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2011 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222012.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2013 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222014.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December March 31, 2021 2022 and does not expect that it will become a PFIC for the taxable year ending December March 31, 20222023.

Passive Foreign Investment Company Status. Based on the Company’s most current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 2016 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222017.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222021.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company believes it was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31June 30, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 2022.2020. (xlii)

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company believes it was not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31June 30, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222020.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31June 30, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222023.

Passive Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross assets (including goodwill) and the manner in which nature of the Company conducts its Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December August 31, 2021 and does not expect that it will become a PFIC for the taxable year ending December 31, 20222024.