United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will elect to be treated as an entity other than a corporation for U.S. federal income tax purposes.
(ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized.
(iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such I...
United States Tax Matters. (a) The Company shall determine annually, within forty-five (45) days from the end of each taxable year, with respect to such taxable year (i) whether the Company is “controlled foreign corporation” (“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”) or a passive foreign investment company (“PFIC”) as described in Section 1197 of the Code (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (ii) to provide such information reasonably available to the company as any U.S. Holder may request to permit such U.S. Holder to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1195 of the U.S. Internal Revenue Code of 1986, as amended) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also obtain and provide reasonably promptly upon request any and all other information deemed necessary by the U.S. Holder to comply with the provisions of this Section 8.5(a).
(b) If a determination is made by the Company that the Company is a PFIC for a particular taxable year, then for such year and for each year thereafter, the Company shall also provide each known U.S. Holder within sixty (60) days from the end of such year with a completed “PFIC Annual Information Statement”, as required by Treasury Regulation Section 1.1295-1(g) and any other information required by a U.S. Holder to comply with any reporting or other requirements in connection with the QEF Election.
(c) The Company will comply and will cause its Subsidiaries to comply with all record-keeping, reporting, and other requests necessary for the Company and its Subsidiaries to allow any U.S. Holder to comply with any applicable U.S. federal income tax law. The Company will also provide any known U.S. Holder with any information reasonably requested to allow such investor to comply with any applicable U.S. federal income tax law.
(d) The Company shall, if requested by a U.S. Holder, cooperate in determining whether it would be desirable, reasonable and appropriate for the Company and/or any Subsidiary to elect to be classified as a partnership or branch for U.S. federal income tax purposes and, if so, to take all reasonable steps to cause any such elections to be made.
(e) For purposes of this Section 8.5: (i) “U.S. Holder” means (A) ...
United States Tax Matters. (a) The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes unless agreed upon by Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis) and GS. Upon request by Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis) or GS that the Company or one or more of its Subsidiaries should elect to be classified as partnerships or disregarded entities for United States federal income tax purposes (the “Partnership Election”) and subject to the unanimous consent of the other shareholders that are U.S. Persons (as defined below), the Company shall make, or shall cause to be made, the Partnership Election by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form) provided that such election is in compliance with all applicable laws effective the day before Closing, and the Company shall not permit the Partnership Election to be terminated or revoked without the written approval from Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis), GS and other shareholders that are U.S. Persons.
(b) No later than two (2) months following the end of the Company’s taxable year, the Company shall determine, in consultation with an Auditing Firm, whether any member of the Company Group was a “passive foreign investment company” (a “PFIC”) within the meaning of section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) in such taxable year. If it is determined that a member of the Company Group was a PFIC in such taxable year, the Company shall promptly notify each U.S. Holder of such determination. The Company agrees to make available to each U.S. Holder upon request, the books and records of the Company Group (and, as relevant, each member thereof), and to provide information to each U.S. Holder necessary for such U.S. Holder to determine whether any member of the Company Group was a PFIC in a taxable year. Upon determination by the Company, any U.S. Holder or any taxing authority that a...
United States Tax Matters. (a) The Company will not take, and the Shareholders shall not cause the Company to take, any action inconsistent with the treatment of the Company as a corporation for U.S. federal income Tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income Tax purposes.
(b) The Company will comply with all record-keeping, reporting, and other requests necessary for the Company to allow each Shareholder to comply with any applicable U.S. federal income Tax Law. The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this paragraph (b) shall be borne by the Company.
United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code and this Agreement is intended to be a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code, each Party hereto agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all United States federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the United States Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code, and to not take any position on any United States Tax Return or otherwise take any tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Notwithstanding the foregoing, First Majestic and Silvermex make no representation, warranty or covenant to any other party or to any Silvermex Securityholder regarding the United States tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code or as a tax deferred transaction for purposes of any United States state or local income tax Law.
United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”) and this Agreement is intended to be a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the Code. Provided that the Arrangement qualifies as a Reorganization, each of the Parties agrees to treat the Arrangement as a Reorganization for all U.S. federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Except as otherwise provided in this Agreement and the Plan of Arrangement, each of the Parties agrees to use its commercially reasonable efforts in order for the Arrangement to be treated as a reorganization within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes. Notwithstanding the foregoing, neither GameSquare nor Engine Gaming makes any representation, warranty or covenant to any other party or to any GameSquare Securityholder or Engine Gaming Securityholder (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a Reorganization or as a tax-deferred transaction for purposes of any United States state or local income tax law.
United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code (a “Reorganization”) and this Agreement is intended to be a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the U.S. Internal Revenue Code. Provided that the Arrangement qualifies as a Reorganization, each of the Parties agrees to treat the Arrangement as a Reorganization for all U.S. federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the U.S. Internal Revenue Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Except as otherwise provided in this Agreement and the Plan of Arrangement, each of the Parties agrees to act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all U.S. federal income tax purposes. Notwithstanding the foregoing, none of enCore or Azarga makes any representation, warranty or covenant to any other party or to any Azarga Shareholder, holder of enCore Shares or other holder of Azarga securities or enCore securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a Reorganization or as a tax-deferred transaction for purposes of any United States state or local income tax law.
United States Tax Matters. (i) The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes unless agreed upon by the Investors. Upon notification by any of the Majority Preferred Holders that the Company or one or more of its Subsidiaries should elect to be classified as partnerships or disregarded entities for U.S. federal income tax purposes (the “Partnership Election”), the Company shall make, or shall cause to be made, the Partnership Election by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form) provided that such election is in compliance with all applicable Laws, and the Company shall not permit the Partnership Election to be terminated or revoked without the written consent of the Investors.
(ii) For each year in which a Partnership Election is not in effect, the Company agrees, at the Company’s expense, to make available to each Investor upon request, the books and records of any Group Company and its direct and indirect Subsidiaries, and to provide information to such Investor pertinent to the Group Company’s or any Subsidiary’s status or potential status as a PFIC. Upon a determination by the Group Company, an Investor or any taxing authority that the Group Company or any direct or indirect Subsidiary has been or is likely to become a PFIC, the Group Company will provide the Investors, at the Company’s expense, with all information reasonably available to the Group Company or any of its Subsidiaries to permit the Investors and their respective direct or indirect owners that are United States Person to (i) accurately prepare all tax returns and comply with any reporting requirements as a result of such determination and (ii) make any election (including, without limitation, a “qualified electing fund” election within the meaning of section 1295 of the Code), with respect to the Group Company or any of its direct or indirect Subsidiaries, and comply with any reporting or other requirements incident to such election. If a determination is made that the Group Company is a PFIC for a particular year, then for such year and for each year thereafter, the Group Company, at the Company’s expense, will also provide each Investor with a completed “PFIC Annual Information Statement” substantially in the form as set out in the schedule headed “PFIC Annual Info...
United States Tax Matters. (a) Before the closing of the Qualified Public Offering, the Company shall determine annually, within forty-five (45) days from the end of each taxable year, with respect to such taxable year (i) whether the Company is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (ii) to provide such information reasonably available to the company as any U.S. Investor may request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a controlled Affiliate of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. Company shall also, reasonably promptly upon request, obtain and provide any and all other information deemed necessary by the U.S. Investor to comply with the provisions of this Section 8.3(a).
(b) If a determination is made by the Company that the Company is a PFIC for a particular taxable year, then for such year and for each year thereafter, the Company shall also provide each known U.S. Investor within sixty (60) days from the end of such year with a completed “PFIC Annual Information Statement”, in form and substance as attached in Exhibit F, as required by Treasury Regulation Section 1.1295-1(g) and any other information required by a U.S. Investor to comply with any reporting or other requirements in connection with the QEF Election.
(c) The Company shall promptly provide the U.S. Investors with written notice if it (or any of its controlled Affiliates) becomes a controlled foreign corporation as described in Section 957 of the Code. The Company shall, (i) upon the reasonable request of a U.S. Investor, furnish on a timely basis all information requested by such Investor to satisfy its U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any other Group Member’s classification as a controlled foreign corporation (“CFC”) as described in the Code; and (ii) use commercially best efforts to avoid generating for any taxable year in which the Company or any other Group Member is a CFC income that would be includible in the income of such U.S. Investor pursuant to Section 951 of the Code (“Subpart...
United States Tax Matters. (a) The Company shall not elect to be treated as an entity other than a corporation for United States federal income tax purposes.
(b) Upon the Investor’s reasonable request, the Company shall reasonably cooperate with the Investor, and provide the Investor with all information reasonably available to the Company or any other Group Company, to permit the Investor to (i) accurately prepare its tax returns and comply with any reporting requirements as a result of such determination; (ii) determine whether any Group Company is or has been a PFIC for United States federal income tax purposes and to determine the consequences to the Investor of such status; and (iii) make or cause to be made and maintain any and all United States federal income tax elections that may be advisable in the Investor’s reasonable discretion related to the investment in the Company, including without limitation a “qualified electing fund” election under Section 1295 of the Code.
(c) The Company shall use reasonable efforts to comply and to cause each of the other Group Companies to comply with all record-keeping, reporting, and other reasonable requests that are necessary for the Company and the other Group Companies to allow the Investor to comply with any applicable United States federal income tax Laws, including, without limitation, the filing of Internal Revenue Service Form 5471; provided that, in the Company’s reasonable judgment, such compliance would not subject the Company or any other Group Company to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Company or any other Group Company.
