Tax Treatment and Reporting. (a) The parties hereto agree to treat the Escrow Funds as owned by Parent and not received by the Escrow Participants unless and until paid to the Escrow Participants pursuant to this Agreement, and to file all Tax Returns on a basis consistent with such treatment.
(b) The parties hereto agree that, for Tax reporting purposes, Earnings in any Tax year shall be treated as having been realized by the Escrow Participants for United States federal income tax purposes. Unless otherwise required by law, the parties hereto agree that, for United States federal income tax purposes, each Escrow Participant shall report Earnings as its income and shall report related expenses as its expense, in each case in accordance with each Escrow Participant’s Aggregate Proceeds Contribution Fraction. Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall, not later than five (5) Business Days after the end of each calendar quarter, distribute the Earnings for the preceding calendar quarter to the Representative by wire transfer for distribution by the Representative to the Escrow Participants (in accordance with each Escrow Participant’s Aggregate Proceeds Contribution Fraction). The Escrow Agent annually shall file information returns (if any) with the IRS and provide payee statements to Parent, documenting such Earnings.
(c) Any disbursement of amounts in the Escrow Account to Escrow Participants shall be treated for United States federal income tax purposes as consisting, in part, of imputed interest in accordance with the Code and Treasury Regulations promulgated thereunder. The Escrow Agent shall timely file information statements with the IRS and provide payee statements to Escrow Participants documenting each Escrow Participant’s share of the imputed interest or any payment made hereunder. The Escrow Agent shall inform Parent that the Escrow Agent filed such information returns and provided such payee statements.
(d) Parent and the Escrow Participants agree to provide the Escrow Agent with any forms and documents that the Escrow Agent may reasonably request to complete any information returns and payee statements (collectively, the “Tax Reporting Documentation”), prior to any distribution to Parent or the Escrow Participants. The parties hereto understand that, in the event the Tax Reporting Documentation is not provided to the Escrow Agent, the Internal Revenue Code of 1986, as amended, may require withholding of a portion of any imputed int...
Tax Treatment and Reporting. For tax and withholding purposes, Settlement Class Payments shall be treated as follows: 50% shall be deemed to be wage payments to be reported on an IRS Form W-2 and 50% shall be deemed to be non-wage payments and Defendants shall issue appropriate IRS Forms 1099 (reported as “Other Income”). Defendants shall have no responsibility or liability for any federal or state taxes owed in connection with the payments made in connection with this Settlement. Any employer payroll taxes owed will be paid out of the Maximum Settlement Payment.
Tax Treatment and Reporting. For tax and withholding purposes, Individual Settlement Allocations shall be treated as follows: 50% of each Individual Settlement Allocation distributed to a Class Member shall be deemed to be wages, subject to payroll taxes, and the Settlement Administrator shall issue appropriate IRS Forms W-2; and 50% of each Individual Settlement Allocation distributed to a Class Member shall be deemed to be non-wage payments and the Settlement Administrator shall issue appropriate IRS Forms 1099. Defendant shall be responsible for paying the employer’s portion of payroll taxes attributable to the portions of the Individual Settlement Allocations that are characterized as W-2 wages, as calculated by the Settlement Administrator, which the Settlement Administrator shall disburse to the IRS or appropriate state agency. Defendant’s payment of the employer’s portion of payroll taxes shall be in addition to, and shall not come out of, the Settlement Amount. Except for the employer’s portion of payroll taxes, Defendant shall have no responsibility or liability for any federal or state taxes owed in connection with the payments made in connection with this Settlement Agreement. The Settlement Administrator shall withhold from each Class Member’s payment, and disburse to the IRS or appropriate state agency, the employee’s portion of payroll taxes and tax withholding attributable to wages.
Tax Treatment and Reporting. (i) Prior to the implementation of the selected Alternate Transaction, Buyer and Seller shall reasonably agree as to the proper Tax treatment and Tax reporting (including with respect to any withholding Taxes) of the selected Alternate Transaction. Unless (after reasonable defense, at Buyer’s expense) required to do otherwise by a final “determination,” as defined in Section 1313 of the Code or on the issue of a closure notice to an enquiry under paragraph 32, Schedule 18 Finance Xxx 0000 or after a discovery assessment under paragraph 41 Schedule 18 Finance Xxx 0000, Buyer, Seller and their Subsidiaries shall treat and report the selected Alternate Transaction consistently with such agreement on all Tax Returns and other submissions (including for the avoidance of doubt, related to Tax audits or enquiries) made to any Taxing authority.
(ii) In furtherance of the foregoing and regardless of whether or not the selected Alternate Transaction closes after any phase of such transaction has been implemented, pursuant to Notice 89-57, 1989-1 CB 698, the Seller and its Subsidiaries shall treat the filing requirements of Treas. Reg.
Section 1. 897-5T(d)(1)(iii) as suspended and shall not make any filings under Treas. Reg. Section 1.897-5T(d)(1)(iii), including the declaration required by Treas. Reg. Section 1.897-5T(d)(1)(iii)(H) thereof, unless (after reasonable defense, at Buyer’s expense) there is a final “determination,” as defined in Section 1313 of the Code, indicating that such filings would reduce the Tax imposed on the selected Alternate Transaction (or portion thereof), in which case (A) such filings shall be made, and (B) Buyer shall be required to indemnify Seller Indemnified Parties for any additional Tax imposed on Seller Indemnified Parties at any time following the implementation of such phase, and in connection with any transaction, to the extent such additional Tax results from making such filings under Treas. Reg. Section 1.897-5T(d)(1)(iii).
Tax Treatment and Reporting. (i) The Parties intend that the Transactions qualify for the Intended U.S. Tax Treatment, and each Party shall, and shall cause its respective Affiliates to, take such actions to cause the Transaction to so qualify (provided that the foregoing shall not apply to the use of SPAC cash, which shall be governed exclusively by the covenants set forth in Annex A (the “Reorganization Covenants”)).
(ii) The Parties shall file all Tax Returns consistent with, and take no position (whether in audits, Tax Returns or otherwise) inconsistent with the position that the SPV Holdco Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, unless required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
(iii) The Parties shall file all Tax Returns consistent with, and take no position (whether in audits, Tax Returns or otherwise) inconsistent with the position that (A) the Mergers, together with the PIPE Financing, qualify as a transaction described in Section 351(a) of the Code (the “Section 351 Treatment”) and (B) the Mergers should not result in gain being recognized by any Legacy SPV Holder or Legacy SPAC Holder because of the application of Section 367(a)(1) of the Code other than for any shareholder that would be a “five-percent transferee shareholder” that does not enter into a five-year GRA in the form provided in Treasury Regulations Section 1.367(a)-8(c), unless, in each case, required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code. For purposes of the Section 351 Treatment and the filing of all U.S. federal, state or local Tax Returns by any Party (1) SPV Holdco shall be treated as (i) contributing all of its assets to Pubco in exchange solely for Pubco Ordinary Shares and (ii) distributing the Pubco Ordinary Shares to Legacy SPV Holders in a transaction meeting the requirements of Section 351(c) of the Code, (2) the Subscribers shall be treated as contributing the PIPE Financing Amount to Pubco in exchange solely for Pubco Ordinary Shares and (3) Legacy SPAC Holders shall be treated as contributing all of their shares in SPAC to Pubco in exchange solely for Pubco Ordinary Shares. Notwithstanding anything to the contrary in this Agreement, the Section 351 Treatment shall be reflected in a Tax Return filed by SPAC in accordance with Treasury Regulation Section 1.367(a)-3(c)(6).
(iv) If and to the extent (A) the covenant in Paragraph I of Annex A is sa...
Tax Treatment and Reporting. Each of the parties hereto shall not take, and shall use its reasonable best efforts to cause its affiliates not to take, any action that would prevent the Acquisition from qualifying as, and shall use its reasonable best efforts to cause the Acquisition to qualify as, a "reorganization" under Section 368(a)(1)(C) of the Code with respect to Santa Xxxx and a "reorganization" under Section 368(a)(1)(B) of the Code with respect to Emerald Investors, L.L.
Tax Treatment and Reporting. For tax and withholding purposes, Individual Settlement Allocations shall be treated as follows: one-third of each Individual Settlement Allocation distributed to a Participating Settlement Class Member shall be deemed to be wages, subject to payroll taxes, and the Settlement Administrator shall issue appropriate IRS Forms W-2; and two-thirds of each Individual Settlement Allocation distributed to a Participating Settlement Class Member shall be deemed to be non-wage payments in lieu of interest, double damages, and treble damages and the Settlement Administrator shall issue appropriate IRS Forms 1099. In addition to the Settlement Amount, Defendants shall also provide a payment as calculated by the Settlement Administrator for the employer’s side of payroll taxes on the one-third portion of the Individual Settlement Allocations that are characterized as wages. The Settlement Administrator shall disburse to the IRS or appropriate tribal, state, or local agency all required employer-side taxes. Except for the employer’s side of payroll taxes, Defendants shall have no responsibility or liability for any federal, tribal, state, or local taxes owed in connection with the payments made in connection with this Settlement Agreement. The Settlement Administrator shall withhold from each Participating Settlement Class Member’s payment, and disburse to the IRS or appropriate tribal, state, or local agency, the employee’s portion of payroll taxes and tax withholding attributable to wages. Plaintiffs, Defendants, and their respective counsel have not made any representations regarding any potential tax consequences of the settlement payments made under this Settlement Agreement. Participating Settlement Class Members will be required to pay all federal, tribal, state, and local taxes, if any, that are required by law to be paid with respect to the two-thirds portion of settlement payments attributable to non-wages.
Tax Treatment and Reporting. Section 6.12
Tax Treatment and Reporting. The Participant and EMCLP shall report the Swap Transaction and the sale and purchase of the SD Extension Rights for all federal, provincial and local Tax purposes in a manner consistent with the provisions of this Agreement and the Tax Agreement. EMCLP and the Participant agree that, if any taxing authority does not agree with any allocation of the applicable Purchase Price agreed to between the Parties in accordance with the foregoing, EMCLP and the Participant shall use commercially reasonable efforts and good faith to agree upon a different allocation acceptable to the relevant authority and, if the Parties are so able to agree, they shall thereafter amend the allocation and their income tax returns accordingly; provided, however that nothing contained herein shall be construed so as to require any Party to commence or participate in any litigation or administrative process challenging the determination so made by any applicable authority.
