Tax Structuring. Throughout the Distribution Term, Primus and Distributor --------------- shall consult and work together to determine the most mutually tax-efficient structure for distribution of the Software within the Territory, and for payment of all fees to Primus.
Tax Structuring. Prior to June 30, 2017, Guardant shall provide SoftBank with a summary of proposed structuring alternatives for the formation and projected operation of the JV. Guardant and SoftBank agree to cooperate in good faith in reviewing the tax structuring alternatives and in determining a tax-efficient structure for the JV. In that regard, Guardant and SoftBank agree that a tax-efficient structure for the formation of the JV includes a tax structure for the JV that is reasonably expected to (i) minimize the cash tax cost to either party resulting from the formation of the JV and (ii) minimize the anticipated need for Tax Distributions to be made over time. To the extent reasonably necessary to assist in the tax structuring review, each party will provide the other party with such information as reasonably requested to assess the material projected U.S. federal, state, local and foreign tax consequences to each party of the formation and projected operation of the JV.
Tax Structuring. The Company shall provide written notice to the Parties at least forty-five days prior to (i) any initial public offering of any Group Company or (ii) any distribution of cash by the Company to the Investors. During the 30 day period after such notice has been provided, the Group Companies agree to cooperate in good faith with the Parties, and to consider such actions as may be reasonably requested by the Parties, to minimize any material adverse U.S. federal income tax consequences that may arise to the Parties, or any direct or indirect owner of the Parties, with respect to such transaction (including, if requested by Parties, filing a U.S. Internal Revenue Service Form 8832 with respect to the Company or one or more of the Group Companies). The Group Companies shall be entitled to obtain advice from an internationally recognised accounting firm in order to determine whether such action may have a material adverse effect on the Group Companies, or any of the Parties.
Tax Structuring. In due time following the Closing, and in any event no later than before the end of the calendar year 2022, the ZB Companies and SPAC shall use their reasonable best efforts to undertake all reasonable measures to structure SPAC’s shareholding in the Company in a tax efficient way and to mitigate potential exposure for Taxes for both, SPAC and the Company. In particular, the ZB Companies and SPAC shall jointly (a) decide on the place of SPAC’s place of effective management and tax residence immediately after Closing, (b) ensure that SPAC’s place of effective management and tax residence will be located and remain at the place as decided according to clause (a), and (c) arrange any tax rulings facilitating actions (a)-(b) without delay.
Tax Structuring. On or prior to the Effective Date, the Executive shall have the opportunity to consult with a tax advisor regarding the Loan (as defined below), the Option and the arrangements ancillary thereto and the Company agrees to restructure the Loan, the Option and such ancillary arrangements in a manner that (i) preserves the underlying economic arrangements of such agreements and arrangements and (ii) provides Executive with the most beneficial tax consequences for such agreements and arrangements; provided, however, that the Company shall not be required to restructure the Loan.
Tax Structuring. The Parties will co-operate in the spin-off contemplated by this Share Purchase Agreement to avoid or reduce tax burdens or tax disadvantages that may arise in connection with the implementation of the spin-off and any related steps (including the subsequent sale of all shares in NewCo to the Purchaser) under this Share Purchase Agreement. The Parties will use their best efforts to find a tax structure that is most favourable to both Parties.
Tax Structuring. In the event of any disagreement between the Members regarding any tax matters (whether related to reporting, structure, treatment or otherwise) such disagreement shall be resolved by Encore, whose decision shall be binding and conclusive. - 28 - Caliber/Encore: Behavioral Health JV Op Agreement
Tax Structuring. In due time following the Closing, and in any event no later than before the end of the calendar year 2021, the ML Parties and the Investor shall use their reasonable best efforts to undertake all reasonable measures to structure the Investor’s shareholding in the Company in a tax efficient way and to mitigate potential exposure for Taxes for both, the Investor and the Company. In particular, the ML Parties and the Investor shall jointly (a) decide on the place of the Investor’s place of effective management and tax residence immediately after Closing, (b) ensure that the Investor’s place of effective management and tax residence will be located and remain at the place as decided according to clause (a), (c) ensure that the Company’s place of effective management and tax residence is and remains in Switzerland, (d) implement all reasonable measures to minimize the likelihood that the Company’s earnings become subject to any actual or deferred Swiss dividend withholding tax exposure, (e) implement all reasonable measures to prevent the Company and the Investor from becoming Swiss securities dealers for the purposes of the Swiss federal securities transfer tax, and (f) arrange any tax rulings facilitating actions (a)-(e) without delay.
Tax Structuring. (i) Each of the Parties shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code and (ii) Purchaser shall use its reasonable best efforts to cause the Domestication to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. None of the Parties shall (and each of the Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected to cause the Merger or the Domestication to fail to qualify, respectively, as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties intend to report and shall report, for federal income tax purposes, and shall not take any position inconsistent with (whether in audits, Tax Returns or otherwise) the treatment of, each of the Merger and the Domestication as a “reorganization” within the meaning of Section 368(a) of the Code. Each of the Parties agrees to use reasonable best efforts to promptly notify all other Parties of any challenge to the treatment described in this Section 5.11 by any Governmental Authority.
Tax Structuring. Throughout the Term, Primus and Distributor shall consult and work together to determine the most mutually tax-efficient structure for distribution of the Software within the Territory, and for payment of all fees to Primus. To the extent there is any Japanese withholding tax liability for transactions between Primus and Distributor in connection with this Agreement, Primus and Distributor will split such liability equally.
