United States Tax Considerations. The Parties intend that the series of transactions to be conducted pursuant to the Plan of Arrangement (“Combination Transactions”), considered together as a single integrated transaction for United States federal income tax purposes, will qualify as a “reorganization” within the meaning of Section 368(a)(1) of the U.S. Internal Revenue Code (the “Code”). This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each Party agrees that it shall (a) treat the Combination Transactions as a single integrated transaction for U.S. federal income tax purposes, (b) treat the Combination Transactions as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and (c) retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulation Section 1.368-3 in connection with the Combination Transactions. Excluding the transactions contemplated by this Agreement and the Plan of Arrangement, no Party shall take any action, fail to take any action, cause any action to be taken or cause any action to fail to be taken that could reasonably be expected to prevent the Combination Transactions, considered together as a single integrated transaction, from qualifying as a “reorganization” within the meaning of Section 368(a)(1) of the Code with respect to Petrofund and the Petrofund Unitholders.
United States Tax Considerations. The Parties intend that the series of transactions relating to the conversion of the Fund to be conducted pursuant to and described in Sections 2.2.30 through 2.2.41 of the Plan of Arrangement, considered together as a single integrated transaction for United States federal income tax purposes, will qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).
United States Tax Considerations. (a) The Parties contemplate that this Agreement, together with the Plan of Arrangement annexed hereto, shall not constitute a plan to effectuate a partial liquidation of Xxxxxxx within the meaning of Sections 302(b)(4) and 302(e) of the Code.
(b) Promptly upon signing this Agreement, Xxxxxxx will apply for a withholding certificate from the United States Internal Revenue Service under United States Treasury Regulation section 1.1445-3(b) stating that no withholding on the Purchase and Sale Transaction or any other transaction described in the Plan of Arrangement is required under section 1445(a) of the Code. In reliance on representations in this Agreement and on Xxxxxxx’x agreement to apply for a withholding certificate, EFI agrees to not reduce the EFI Note by the amount of withholding otherwise required under section 1445(a) of the Code. Xxxxxxx will indemnify EFI for any amount that should have been withheld under section 1445(a) of the Code if the Internal Revenue Service fails to issue a withholding certificate or issues a withholding certificate that does not completely exempt Xxxxxxx from withholding. Xxxxxxx will provide EFI with a copy of the application and will forward all related correspondence to EFI immediately upon receipt. For purposes of the indemnification under this Section 8.14(b), Section 3.4 shall not apply to the representations contained in Section 3.2(bb)(vii) and Section 3.2(bb)(viii), and such representations and warranties shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall continue for a period of ending on the earlier of the receipt of the withholding certificate from the United States Internal Revenue Service showing no withholding is required or 24 months from the Effective Date.
(c) The Parties agree that the sole consideration for the Purchased Shares is the Share Consideration, allocated 70% to the DMHC Common Shares and 30% to the White Canyon Ordinary Shares and no portion of the EFI Note or the EFI Payment Shares shall constitute consideration for the sale of the Purchased Shares. The Parties agree to characterize for all tax purposes the sale by Xxxxxxx and the purchase by EFI of (i) the Purchased Shares in consideration of the payment of the Share Consideration and (ii) the Acquired Debt in consideration of the issuance of the EFI Note as a sale in which gain or loss is recognized. Neither Party shall take a position on any tax return inconsistent with such sale...
United States Tax Considerations. [Not applicable]/[[For Covered Bonds issued in compliance with Rule 144A:][For U.S. federal income tax purposes, the Issuer intends to treat the Covered Bonds as [original issue discount Covered Bonds/fixed-rate debt/fixed-rate debt issued with original issue discount/contingent payment debt instruments, [for which purpose, the comparable yield relating to the Covered Bonds will be [●] percent compounded [semi- annually/quarterly/monthly], and that the projected payment schedule with respect to a Covered Bond consists of the following payments: [●]/for which purpose, the comparable yield and the projected payment schedule are available by contacting [●] at [●]]/variable rate debt instruments/variable rate debt instruments issued with original issue discount/foreign currency Covered Bonds/foreign currency Covered Bonds issued with original issue discount/foreign currency contingent payment debt instruments, [for which purpose, the comparable yield relating to the Covered Bonds will be [●] percent compounded [semi-annually/quarterly/monthly], and that the projected payment schedule with respect to a Covered Bond consists of the following payments: [●]/for which purpose, the comparable yield and the projected payment schedule are available by contacting [●] at [●]]/short-term Covered Bonds.]] [For a Qualified Reopening of Covered Bonds issued in compliance with Rule 144A:][Qualified Reopening. The issuance of the Covered Bonds should be treated as a "qualified reopening" of the Covered Bonds issued on [●] within the meaning of the Treasury regulations governing original issue discount on debt instruments (the "OID Regulations"). Therefore, for purposes of the OID Regulations, the Covered Bonds issued in this offering should be treated as having the same issue date and the same issue price as the Covered Bonds issued on [●] and should [not] be considered to have been issued with original issue discount for U.S. federal income tax purposes.] SCHEDULE 7 [Illustrative form of Subscription Agreement where an issue of Covered Bonds is syndicated among a group of institutions] in respect of [insert principal amount] [description of Series]
United States Tax Considerations. The Parties intend that the series of transactions contemplated in Sections 3.1(aaa) through 3.1(iii) (but excluding Section 3.1(ddd)) of the Plan of Arrangement ("Combination Transactions"), considered together as a single integrated transaction for United States federal income tax purposes, will qualify as a "reorganization" within the meaning of Section 368(a)(1) of the U.S. Internal Revenue Code (the "Code"). This Agreement is intended to constitute a "plan of reorganization" within the meaning of Treasury Regulation Section 1.368-2(g). Each Party agrees that it shall (a) treat the Combination Transactions as a single integrated transaction for U.S. federal income tax purposes, (b) treat the Combination Transactions as a single integrated transaction that qualifies as a "reorganization" within the meaning of Section 368(a)(1) of the Code, and (c) retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulation Section 1.368-3 in connection with the Combination Transactions. Excluding the transactions contemplated by this Agreement and the Plan of Arrangement, no Party shall take any action, fail to take any action, cause any action to be taken or cause any action to fail to be taken that could reasonably be expected to prevent the Combination Transactions, considered together as a single integrated transaction, from qualifying as a "reorganization" within the meaning of Section 368(a)(1) of the Code with respect to Viking and the Viking Unitholders.
United States Tax Considerations. The Amalgamation is intended to qualify as a tax-deferred reorganization under Section 368(a) of the Code. The Parties hereto agree to treat the Amalgamation as a reorganization within the meaning of Section 368(a) for all U.S. federal income tax purposes, and to not take any position on any U.S. tax return or otherwise take any tax reporting position for U.S. federal income tax purposes inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Excluding the transactions contemplated by this Agreement and the Amalgamation, no party hereto currently has any intention and at closing will not have any intention to take any action, fail to take any action, cause any action to be taken or cause any action not to be taken that could reasonably be expected to prevent the Amalgamation from qualifying as a reorganization within the meaning of Section 368(a)(1) with respect to NexGen and the NexGen Shareholders. Notwithstanding the foregoing, none of Clermont, Clermont Subco or NexGen makes any representations, warranty or covenant to any other party or to any NexGen Shareholder, Clermont Shareholder or other holder of NexGen securities or Clermont securities (including without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Amalgamation, including, but not limited to, whether the Amalgamation will qualify as a reorganization within the meaning of Section 368(a) of the Code or as a tax-deferred reorganization for purposes of any United States state or local income tax law.
United States Tax Considerations. [Not applicable]/[For Covered Bonds issued in compliance with Rule 144A:][For U.S. federal income tax purposes, the Issuer intends to treat the Covered Bonds as [original issue discount Covered Bonds/fixed-rate debt/fixed-rate debt issued with original issue discount/contingent payment debt instruments, [for which purpose, the comparable yield relating to the Covered Bonds will be [⚫] per cent compounded [semi- annually/quarterly/monthly], and that the projected payment schedule with respect to a Covered Bond consists of 5 As updated, as set out on the website of the Association of National Numbering Agencies (XXXX).
United States Tax Considerations. The Amalgamation is intended to qualify either (i) as a reorganization under Section 368(a) of the Code, or (ii) as a Section 351 transaction. The Parties hereto agree to treat the Amalgamation as a reorganization within the meaning of Section 368(a) and/or a transaction qualifying under Section 351 of the Code for all U.S. federal income tax purposes, and to not take any position on any U.S. tax return or otherwise take any tax reporting position for U.S. federal income tax purposes inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Excluding the transactions contemplated by this Agreement and the Amalgamation, no party hereto currently has any intention, and at closing will not have any intention to take any action, fail to take any action, cause any action to be taken or cause any action not to be taken that could reasonably be expected to prevent the Amalgamation from qualifying as a “reorganization” within the meaning of Section 368(a)(1) or a Section 351 transaction of the Code with respect to Tevano and the Tevano Shareholders.
United States Tax Considerations. [Not applicable]/[[For Covered Bonds issued in compliance with Rule 144A:][For U.S. federal income tax purposes, the Issuer intends to treat the Covered Bonds as [original issue discount Covered Bonds/fixed-rate debt/fixed-rate debt issued with original issue discount/contingent payment debt instruments, [for which purpose, the comparable yield relating to the Covered Bonds will be [] per cent. compounded [semi- annually/quarterly/monthly], and that the projected payment schedule with respect to a Covered Bond consists of the following payments: []/for which purpose, the comparable yield and the projected payment schedule are available by contacting [] at []]/variable rate debt instruments/variable rate debt instruments issued with original issue discount/foreign currency Covered Bonds/foreign currency Covered Bonds issued with original issue discount/foreign currency contingent payment debt instruments, [for which purpose, the comparable yield relating to the Covered Bonds will be [] per cent. compounded [semi- annually/quarterly/monthly], and that the projected payment schedule with respect to a Covered Bond consists of the following payments: []/for which purpose, the comparable yield and the projected payment schedule are available by contacting [] at []]/short-term Covered Bonds.]]
United States Tax Considerations. The Amalgamation is intended to qualify either (i) as a reorganization under Section 368(a) of the Code. The Parties hereto agree to treat the Amalgamation as a reorganization within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and to not take any position on any U.S. tax return or otherwise take any tax reporting position for U.S. federal income tax purposes inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Excluding the transactions contemplated by this Agreement and the Amalgamation, no party hereto currently has any intention, and at Closing will not have any intention to take any action, fail to take any action, cause any action to be taken or cause any action not to be taken that could reasonably be expected to prevent the Amalgamation from qualifying as a “reorganization” within the meaning of Section 368(a)(1) of the Code with respect to SuperDate and the SuperDate Shareholders.
