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.
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.
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:
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.
United States Tax
