United States Tax Sample Clauses

United States Tax. 2.1 The Seller represents that it and each Company and Xxxxxx Xxx has elected or will elect to be treated as a disregarded entity, or partnership pursuant to Treas. Reg. 000-0000-0, or 301.7701-3 as appropriate, and such election will be in force at the Completion Date. The Buyer and Seller acknowledge and agree that the sale of the Company as contemplated herein by the Seller shall be treated, for United States federal income tax purposes, as the sale by the Seller’s Guarantor and the purchase by the Buyer of all of the assets of each Company and Xxxxxx Xxx. 2.2 The Buyer, the Seller and the Seller’s Guarantor agree that they shall not take any inconsistent position with respect to the characterisation set out in paragraph 2.1 above for United States federal income tax purposes. 2.3 The Buyer, the Seller and the Seller’s Guarantor shall mutually agree on an allocation of the Purchase Price and any liabilities assumed for US federal tax purposes among the assets of each Company and Xxxxxx Xxx in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended. If the Buyer, the Seller and the Seller’s Guarantor cannot agree on such an allocation within 30 days after the Completion Date, the Buyer shall have the right to propose an allocation schedule (the Proposed Allocation Schedule) and the Seller and the Seller’s Guarantor shall be deemed to accept the Proposed Allocation Schedule unless they reject it in writing within 30 days of the proposal of the Proposed Allocation Schedule by the Buyer. If there is an objection to the Proposed Allocation Schedule, the matter shall be resolved in accordance with procedures substantially similar to the dispute settlement procedures set out in Section 3.6 to 3.11 of Schedule 11 (“Completion Statements”). The allocation, as agreed to by the Buyer, the Seller and the Seller’s Guarantor, or as resolved in accordance with the preceding sentence, shall be binding on the Buyer. the Seller and the Seller’s Guarantor, and the Buyer, the Seller, and the Seller’s Guarantor agree that they shall not take any inconsistent position with respect to such allocation for accounting or United States federal income tax purposes.
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United States Tax. 2.1. The Investors shall reasonably cooperate with the Company to provide information about the Investors in order to enable the Company’s tax advisors to determine the status of the Investors and/or any of the Investors’ Partners as a “United States Shareholder” within the meaning of Section 951(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). No later than two (2) months following the end of each Company taxable year, for so long as they are shareholders of the Company, the Company shall provide the following information to the Investors: (i) the Company’s capitalization table as of the end of the last day of such taxable year, (ii) a report regarding the Company’s status as a CFC and (iii) whether any portion of the Company’s income is “subpart F income” (as defined in Section 952 of the Code) (“Subpart F Income”). In addition, the Company shall provide the Investors, upon reasonable prior coordination, with reasonable access to such other Company information as may be necessary for the Investor to determine the Company’s status as a CFC and to determine whether the Investors or any of their Partners is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income tax return, or to allow the Investors or their Partners to otherwise comply with applicable United States federal income tax laws. For purposes of this Section 2, the term “Partners” shall mean each of the Investors’ respective partners and any direct or indirect equity owners of such partners. 2.2. In the event that the Company is determined by the Company’s tax advisors or by counsel or accountants for any Investor or any of its affiliates to be a CFC, the Company agrees to use commercially reasonable efforts to avoid generating Subpart F Income. 2.3. The Company shall use its commercially reasonable efforts to avoid being a “passive foreign investment company” within the meaning of Section 1297 of the Code. In connection with a “Qualified Electing Fund” election made by the Investors’ Partners pursuant to Section 1295 of the Code or a “Protective Statement” filed by the Investors’ Partners pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to the Investors in the form provided in the PFIC Exhibit attached hereto as Exhibit A (or in such other form as may be required to reflect changes in applicable law) as soon as reasonably pract...
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United States Tax. No Group Company has taken any action inconsistent with its treatment as a corporation for U.S. federal income Tax purposes, including the filing of an election to be classified other than as a corporation.
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United States Tax. 10.1 Without the written consent of the Seller (which consent shall not be unreasonably withheld, conditioned, or delayed), neither the Purchaser nor any Affiliate of the Purchaser shall: (a) make or cause to be made an election under Section 336(e) or Section 338(g) of the Code with respect to any DivestCo Group Company in connection with the transactions contemplated by this Agreement; or (b) make any entity classification election for U.S. federal or state tax purposes for any DivestCo Group Company that would be effective on or before the Completion Date. 10.2 Unless otherwise required by a final determination of a Taxation Authority, the Parties agree to treat the purchase of the Sale Securities, the repayment of the Separation Loan Notes (other than the US Loan Notes and the Rollover Loan Notes), and the contribution of the Rollover Loan Notes to JVCo contemplated by this Agreement as a purchase and sale of an undivided interest in 60% of each asset of UK DivestCo, followed by a contribution of the assets by each of Purchaser and Seller, which thereby becomes a new partnership for U.S. federal income tax purposes, as described in Rev. Xxx. 00-0, 0000-0 X.X. 434 (Situation 1) for U.S. federal income tax purposes, and agree to file all Tax Returns in a manner consistent with the foregoing, and not take any position, whether in any Tax Return, audit, examination, adjustment or action with respect to a Tax, that is inconsistent with such treatment. 10.3 The Parties agree to allocate an amount equal to the value of 60% of the securities in the JVCo and any other amounts treated as consideration for U.S. federal income tax purposes (together, the “Tax Purchase Price”) among the DivestCo Group Companies in accordance with the methodology set forth in Schedule 9 (the “Macro Allocation”). The portion of the Tax Purchase Price allocated to each DivestCo Group Company under the Macro Allocation shall be further allocated among the assets of each DivestCo Group Company in accordance with the methodology set forth in Schedule 10 (the “Micro Allocation”). All allocations under this Agreement shall be made consistent with the Macro Allocation and the Micro Allocation and in accordance with the requirements of Section 1060 of the Code and the U.S. Treasury Regulations thereunder, except to the extent required by applicable law. No later than ninety (90) days following the determination of the Final Principal Amount in accordance with Clause 3.1, the Seller shall pre...
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United States Tax 
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Related to United States Tax

  • United States If you acquired the software in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

  • United States Law The determination of whether Information and Inventions are conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with applicable United States law.

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  • FEDERAL AND STATE TAX The County is exempt from Federal and State Sales and Use Taxes for tangible personal property (Certificate of Registry for tax transactions under Chapter 32, Internal Revenue Code and Florida Sales/Use Tax Exemption Certificate). The Manager, Procurement Division will sign an exemption certificate submitted by the Contractor. Contractors doing business with the County shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the County, nor shall any Contractor be authorized to use the County’s Tax Exemption Number in securing such materials.

  • Sales Tax Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

  • Business Tax The Consultant represents and warrants that it currently has a City business tax certificate or exemption, if qualified, and will maintain such certificate or exemption for the Master Agreement term.

  • Federal Government COMPANY acknowledges that the U.S. federal government retains a royalty-free, non-exclusive, non-transferable license to practice any government-funded invention claimed in any PATENT RIGHTS as set forth in 35 U.S.C. §§ 201-211, and the regulations promulgated thereunder, as amended, or any successor statutes or regulations.

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