PFIC Reporting. For so long as the Purchaser holds Shares, the Company hereby agrees to reasonably cooperate with the Purchaser in order to permit the Purchaser to determine whether the Company is at any time a “passive foreign investment company” (as defined in Section 1297(a) of the Code) (a “PFIC”). In furtherance of the foregoing, the Company shall notify the Purchaser if, in good faith, the Company reasonably believes the Company or any of its controlled Subsidiaries was a PFIC during the prior taxable year. If the Company determines that the Company or any of its controlled subsidiaries is a PFIC, the Company shall (i) promptly after such determination notify the Purchaser, (ii) timely provide such information to the Purchaser as the Purchaser may reasonably request to enable the Purchaser to complete its U.S. Internal Revenue Service Form 8621 with respect to such entity and (iii) use reasonable efforts to provide such statements, information and documentation as the Purchaser reasonably believes is necessary for it to make an election to treat such subsidiary as a “qualified electing fund” under Section 1295 of the Code.
PFIC Reporting. For so long as the Investor holds Shares or Deposit Shares, the Company hereby agrees to use reasonable best efforts to cause the Company and each of its controlled subsidiaries to not be treated as a PFIC and to reasonably cooperate with the Investor in order to permit the Investor to determine whether the Company is at any time a PFIC. In furtherance of the foregoing, the Company shall notify the Investor if, in good faith, the Company reasonably believes the Company was a PFIC during the prior taxable year, provided that the publication of a PFIC Annual Information Statement by the Company on the Company’s website shall be deemed to satisfy such notification requirement. If the Company determines that the Company is a PFIC, the Company shall use reasonable best efforts to (i) provide such information to the Investor as the Investor may reasonably request to enable the Investor to complete its U.S. Internal Revenue Service Form 8621 with respect to the Company and any PFIC in which the Company owns an interest, any stock of which is treated as owned by the Investor pursuant to Section 1298(a) of the Code, and (ii) provide such statements, information and documentation as the Investor reasonably believes is necessary for it to make an election to treat each such entity as a “qualified electing fund” under Section 1295 of the Code and to determine the Investor’s foreign tax credits under Section 1293(f) of the Code.
PFIC Reporting. The Company hereby agrees to reasonably cooperate with the Purchasers in order to permit the Purchasers to determine whether the Company is at any time a “passive foreign investment company” (as defined in Section 1297(a) of the Code (a “PFIC”). In furtherance of the foregoing, the Company shall, within ninety (90) days after the end of each taxable year, notify the Investor of its good faith belief as to whether the Company or any current or future direct or indirect Subsidiary of the Company was a PFIC for such taxable year. If the Company or any Subsidiary thereof is determined to be a PFIC, the Company (i) shall promptly after the determination thereof notify the Purchasers, (ii) shall timely provide such information to the Purchasers as the Purchasers may reasonably request to enable each Purchaser to complete its U.S. Internal Revenue Service Form 8621 with respect to such entity and (iii) shall use reasonable best efforts, to provide such statements, information and documentation as a Purchaser reasonably believes is necessary for it to make an election to treat such subsidiary as a “qualified electing fund” under Section 1295 of the Code. The Company shall not be liable to the Purchasers if its statement of belief, or any information provided pursuant to this Section 4.14(a), is found to be incorrect, unless such statement of belief or information was not reached or provided in good faith by the Company or was the result of the Company’s gross negligence.
PFIC Reporting. Within one hundred twenty (120) days after the end of each taxable year of Pubco for which Pubco reasonably believes that it may be a “passive foreign investment company” within the meaning of Section 1297 of the Code (“PFIC”), Pubco shall (1) determine its status as a PFIC, (2) determine the PFIC status of each of its Subsidiaries that at any time during such taxable year was a foreign corporation within the meaning of Section 7701(a) of the Code (the “Non-U.S. Subsidiaries”), and (3) make such PFIC status determinations available to the shareholders of Pubco who were shareholders of SPAC as of immediately prior to the Effective Time. If Pubco determines that it was, or could reasonably be deemed to have been, a PFIC in such taxable year, Pubco shall use commercially reasonable efforts to provide the statements and information (including without limitation, a PFIC Annual Information Statement meeting the requirements of Treasury Regulation Section 1.1295-1(g)) necessary to enable Pubco shareholders who were SPAC shareholders as of immediately prior to the Effective Time and their direct and/or indirect owners that are United States persons (within the meaning of Section 7701(a)(30) of the Code) to comply with all provisions of the Code with respect to PFICs, including but not limited to making and complying with the requirements of a “Qualified Electing Fund” election pursuant to Section 1295 of the Code or filing a “protective statement” pursuant to Treasury Regulation Section 1.1295-3 with respect to Pubco or any of the Non-U.S. Subsidiaries, as applicable. The covenants contained in this Section 8.05 shall, notwithstanding any provision elsewhere in this Agreement, survive in full force and effect until two (2) years after the end of SPAC’s current taxable year.
PFIC Reporting. If the Company determines it or any of its controlled Subsidiaries was a “passive foreign investment company” (as defined in Section 30 1297(a) of the Code) (a “PFIC”) for any taxable year in which the Subscriber holds Shares in the Company, the Company shall (a) notify the Subscriber of such determination, and (b) if requested in writing by the Subscriber, provide to Subscriber such information as the Subscriber, in consultation with the Company, reasonably determines is required for the Subscriber to (i) complete its U.S. Internal Revenue Service Form 8621 with respect to such entity and (ii) make an election to treat such entity as a “qualified electing fund” under Section 1295 of the Code.
PFIC Reporting. Within one hundred twenty (120) days after the end of each taxable year of Pubco, Pubco shall (1) determine its status as a “passive foreign investment company” within the meaning of Section 1297 of the Code (a “PFIC”), (2) determine the PFIC status of each of its Subsidiaries that at any time during such taxable year was a foreign corporation within the meaning of Section 7701(a) of the Code (the “Non-U.S. Subsidiaries”), and (3) make such PFIC status determinations available to the shareholders of Pubco who were shareholders of SPAC as of immediately prior to the Effective Time. If Pubco determines that it was, or could reasonably be deemed to have been, a PFIC in such taxable year, Pubco shall use commercially reasonable efforts to provide the statements and information (including without limitation, a PFIC Annual Information Statement meeting the requirements of Treasury Regulation Section 1.1295-1(g)) necessary to enable Pubco shareholders who were SPAC shareholders as of immediately prior to the Effective Time and their direct and/or indirect owners that are United States persons (within the meaning of Section 7701(a)(30) of the Code) to comply with all provisions of the Code with respect to PFICs, including but not limited to making and complying with the requirements of a “Qualified Electing Fund” election pursuant to Section 1295 of the Code or filing a “protective statement” pursuant to Treasury Regulation Section 1.1295-3 with respect to Pubco or any of the Non-U.S. Subsidiaries, as applicable.
PFIC Reporting. Following the Closing, the Company shall make an annual determination whether the Company will be classified as a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code (a “PFIC”) and promptly inform the Purchasers of such determination, provided that each Purchaser will be deemed to be so informed pursuant to this Section 3.7 if the Company includes such determination on its website or in its annual report on Form 20-F or other public filing with the Commission. The Company shall promptly provide to the Purchasers any information that the Purchasers reasonably request in order for the Purchasers to (i) verify the determinations made pursuant to this Section 3.7 in connection with an audit or otherwise, (ii) comply with their federal, state, or local tax return filing and information reporting obligations and (iii) make and maintain a “qualified electing fund” election (as defined in the Internal Revenue Code) with respect to the Company as a result of the Company being classified as a PFIC, provided that the Company may provide such information on its website (wxx.xxxxxxxxxx.xxx).
PFIC Reporting. Following the Closing Date, at the end of each taxable year of SOAC, SOAC shall use commercially reasonable efforts to (i) make a determination as to whether SOAC or any Subsidiary thereof is PFIC within the meaning of Section 1297 of the Code for such taxable year and (ii) if it is determined that SOAC or any such Subsidiary is a PFIC for any such taxable year, make available to SOAC’s shareholders a PFIC Annual Information Statement to enable such shareholders to make a “Qualifying Electing Fund” election under Section 1295 for such taxable year.
PFIC Reporting. Following the Closing, the Company shall make an annual determination whether the Company will be classified as a “passive foreign investment company" within the meaning of Section 1297 of the Internal Revenue Code (a “PFIC”) and as soon as reasonably practicable inform the Purchasers of such determination, provided that each Purchaser will be deemed to be so informed pursuant to this Section 5.5 if the Company includes such determination on its website or in its Annual Report on Form 10-K or other public filing with the Commission. Based on the current and expected composition of the Company’s income and assets and the value of the Company’s assets, the Company believes that it was a PFIC for U.S. federal income tax purposes for its taxable year ended December 31, 2022. If the Company determines that it or any subsidiary is a PFIC, the Company shall promptly provide annual financial information to the Investors in the “PFIC Annual Information Statement” (within the meaning of Treasury Regulations section 1.1295-1(g)) and shall provide the Investors with access to such other Company information as may be reasonably required for purposes of filing U.S. federal income tax returns and any other required reports in connection with any such “Qualified Electing Fund” election.
PFIC Reporting. The Company hereby agrees to reasonably cooperate with the Purchaser in order to permit the Purchaser to determine whether the Company is at any time a “passive foreign investment company” (as defined in Section 1297(a) of the Code (a “PFIC”). In furtherance of the foregoing, the Company shall, within ninety (90) days after the end of each taxable year, notify the Purchaser of its good faith belief as to whether the Company or any current or future direct or indirect Subsidiary of the Company was a PFIC for such taxable year. If the Company or any Subsidiary thereof is determined to be a PFIC, the Company (i) shall promptly after the determination thereof notify the Purchaser, (ii) shall timely provide such information to the Purchaser as the Purchaser may reasonably request to enable the Purchaser (or its direct or indirect owners) to complete its U.S. Internal Revenue Service Form 8621 with respect to such entity and (iii) shall use reasonable best efforts, to provide such statements, information and documentation as the Purchaser (or its direct or indirect owners) reasonably believes is necessary for it to make an election to treat such entity as a “qualified electing fund” under
