PFIC and CFC Information Sample Clauses

PFIC and CFC Information. After the end of each taxable year, the Company will timely determine whether the Company or any of its Subsidiaries is expected to be, or was, a PFIC or CFC for any taxable year and inform the Investors of its determination. If the Company believes the Company or any of its Subsidiaries is a PFIC or a CFC for any taxable year or there is a reasonable possibility that the Company or any of its Subsidiaries may be a PFIC or a CFC for any taxable year, the Company will prepare an annual statement that sets forth the amount that the Investors would be required to include in taxable income on their U.S. tax returns if the Company or such Subsidiary were in fact to constitute a PFIC or a CFC for such taxable year, as well as any other information required to comply with applicable CFC and PFIC reporting requirements. Each of the Investors will cooperate with the Company, and provide such information as may be reasonably requested by the Company, to determine whether the Company is a CFC.
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PFIC and CFC Information. As soon as practicable, but in any event within eighty (80) days after the end of each taxable year, the Company will timely determine whether the Company or any of its Subsidiaries is expected to be, or was, a PFIC or CFC for any taxable year and inform the Investors of its determination. If the Company believes the Company or any of its Subsidiaries is a PFIC or a CFC for any taxable year or there is a reasonable possibility that the Company or any of its Subsidiaries will be a PFIC or a CFC for any taxable year, as soon as practicable, but in any event, within eighty (80) days after the end of each taxable year, the Company will prepare an annual statement that sets forth an estimate of the amount that the Investors would be required to include in taxable income on their U.S. tax returns if the Company or such Subsidiary did in fact constitute a PFIC or a CFC for such taxable year, as well as any other information required to comply with applicable CFC and PFIC reporting requirements. Each of the Investors will cooperate with the Company, and provide such information as may be reasonably requested by the Company, to determine whether the Company is a CFC.
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PFIC and CFC Information. (i) The Company shall, upon reasonable request by any Shareholder, timely make available to such Shareholder such information as will reasonably permit such Shareholder to determine whether the Company or any of its Subsidiaries is expected to be, or was, a PFIC or a CFC for any taxable year.
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PFIC and CFC Information. The Company shall provide on a timely basis for each taxable year all financial information that would reasonably permit GS to determine whether the Company (or any of its Subsidiaries) is expected to be, or was, a passive foreign investment company within the meaning of Section 1297 of the Internal Revenue Code of 1986 (a "PFIC") or a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code of 1986 (a "CFC") for such year. If GS believes there is a reasonable possibility that the Company (or any of its Subsidiaries) will be a PFIC or a CFC for any taxable year, the Company will, with such advice as may be reasonably requested from GS, prepare an annual statement that sets forth an estimate of the amount that direct or indirect U.S. beneficial owners of GS would be required to include in taxable income or otherwise report on U.S. tax returns if the Company or such Subsidiary did constitute a PFIC or a CFC for such taxable year. To the extent that GS believes there is a reasonable possibility that the Company or any of its Subsidiaries constitutes a PFIC or a CFC for any taxable year, the Company shall, and the Shareholders shall cause the Company to, provide GS with the necessary information, including signed statements (as reasonably requested by GS), in order for direct or indirect U.S. beneficial owners of GS to timely and properly (i) in the case of a CFC, comply with applicable reporting requirements or (ii) in the case of a PFIC, make an election under Section 1295 of the Internal Revenue Code of 1986 to treat the Company and/or such Subsidiary as a "qualified electing fund" ("QEF Election") and comply with the reporting requirements applicable to such QEF Election.
Sample 1
PFIC and CFC Information. The Company shall on a yearly basis timely make available to the U.S. Investors all information that would reasonably permit the U.S. Investors to determine whether the Company or any of its Subsidiaries is expected to be, or was, a “passive foreign investment company” within the meaning of section 1297 of the Code (“PFIC”) or a “controlled foreign corporation” within the meaning of section 957 of the Code (“CFC”) for any taxable year. If any U.S. Investor believes there is a reasonable possibility that the Company or any of its Subsidiaries will be a PFIC or a CFC for any taxable year, the Company will, with such advice as may be reasonably requested from the U.S. Investors, prepare an annual statement that sets forth an estimate of the amount that the U.S. Investors or their investors would be required to include in taxable income on their U.S. tax returns if the Company or such Subsidiary did in fact constitute a PFIC or a CFC for such taxable year, as well as any other information required to comply with applicable CFC and PFIC reporting requirements.
Sample 1

Related to PFIC and CFC Information

  • KYC Information (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date.

  • Furnishing of Information; Public Information (a) Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

  • Basic Information The Agent will thoroughly familiarize itself with the character, location, construction, layout, plan and operation of the Project, and especially the electrical, plumbing, air-conditioning and ventilating systems, the elevators and all other mechanical equipment.

  • Confidential Information Protections 4.1 At all times during and after the Employee’s employment, the Employee will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with the Employee’s work for Company, or as expressly authorized by the Board. The Employee will obtain the written approval of the Board before publishing or submitting for publication any material (written, oral, or otherwise) that relates to the Employee’s work at Company and/or incorporates any Confidential Information. The Employee hereby assigns to Company any rights the Employee may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

  • Material Nonpublic Information Borrower is not in possession of any Material Nonpublic Information with respect to Issuer or the Shares.

  • Public Information The State will comply with Government Code, Chapter 552, the Public Information Act, and 43 Texas Administrative Code §3.10 et seq. in the release of information produced under this contract.

  • Financial Information and Reporting (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

  • Material Non-Public Information Notwithstanding any other provision of this Agreement, the Company and the Agent agree that the Company shall not deliver any Issuance Notice to the Agent, and the Agent shall not be obligated to place any Shares, during any period in which the Company is in possession of material non-public information.

  • Confidentiality/Protection of Customer Information The Company shall keep confidential and shall not divulge to any party, without the Purchaser's prior written consent, the price paid by the Purchaser for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Company to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies. Each party agrees that it shall comply with all applicable laws and regulations regarding the privacy or security of Customer Information and shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information, including maintaining security measures designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed. Reg. 8616 (the "Interagency Guidelines"). For purposes of this Section, the term "Customer Information" shall have the meaning assigned to it in the Interagency Guidelines.

  • Due Diligence Review Non Disclosure of Non Public Information (a) The Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), and any Underwriter, any Registration Statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or Underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of such Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and Underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

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