Common use of United States Tax Matters Clause in Contracts

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) any Holder that is a United States person and (B) any Holder that is an entity treated as a foreign partnership for U.S. federal income tax purposes, one or more of the owners of which are, or controlled by, United States persons; and (ii) “United States person” means any person described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. 9 Rights of First Refusal and Co-Sale Rights.

United States Tax Matters. (a) The Company shall, and shall determine annuallycause each of its Subsidiaries to, elect such tax treatment (as a corporation, partnership or disregarded entity) as Sequoia may request. (b) The Company shall, and shall cause each of its Subsidiaries to, use commercially best efforts to avoid classification as 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”), for the current and any future taxable year. (c) Within forty-five (45) days from the end of each taxable yearyear of the Company, with respect to the Company shall determine whether the Company or any Subsidiary was a PFIC in 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). If the Company determines that the Company or any Subsidiary was a PFIC in such taxable year (or if an Investor, on advice of counsel, or the U.S. Internal Revenue Service has so determined), it shall (i) or is or may be classified as a partnership or branch for U.S. federal income tax purposespromptly inform each Investor of such determination, and (ii) provide to provide the Investor such information reasonably available regarding the Company and/or Subsidiary as an Investor may request in writing so as to enable such Investor (and its equity holders) to comply, on a timely basis, with all tax reporting obligations relating to the company as any U.S. Holder may request to permit such U.S. Holder to elect Company and/or Subsidiary, including in connection with electing 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 1295 of the U.S. Internal Revenue Code of 1986, as amendedCode) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also obtain ), including without limitation a complete 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 accurate “PFIC Annual Information Statement”,” substantially in the form attached hereto as Exhibit B, or “Annual Intermediary Statement,” as required requested by Treasury Regulation Section 1.1295-1(gthe Investor and (iii) use its commercially reasonable efforts, to the extent of its available cash and to the extent allowable by law, pay the shareholders of the Company a dividend sufficient to enable any other information required by Investors (or their equity holders) who have made a QEF Election to defray their U.S. Holder to comply with any reporting or other requirements in connection with the federal income tax liabilities arising from such QEF Election. (cd) The Company will comply shall, and will shall cause each of its Subsidiaries to, (i) upon the request of an Investor, furnish on a timely basis all information requested by such Investor with respect to the Company and/or a Subsidiary to satisfy its (and its equity holders’) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to classification of the Company and/or Subsidiary as a “Controlled Foreign Corporation” (a “CFC”) within the meaning of Section 957 of the Code; and (ii) use commercially reasonable best efforts to avoid generating for any taxable year in which the Company and/or Subsidiary is a CFC, income that would be includible in the income of such Investor (or its equity holders) pursuant to Section 951 of the Code (“Subpart F income”); for the avoidance of doubt, the Company’s commercially reasonable best efforts shall include, without limitation, where desirable to avoid Subpart F income, electing to be treated other than corporation for U.S. tax purposes and/or causing the Subsidiary to elect to be treated as other than corporations for U.S. tax purposes. In addition, the Company shall use commercially reasonable efforts, to the extent of its available cash and to the extent allowable by law, to pay to the shareholders of the Company a dividend sufficient to enable any such Investors to defray their (and their equity holders’) U.S. federal income tax liabilities arising from any “Subpart F income” resulting to them from such CFC status. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) comply with all record-keeping, reporting, and other requests necessary for requirements the Investors reasonably inform the Company are necessary to enable the Investors (and its Subsidiaries to allow any U.S. Holder their equity holders) to comply with any applicable U.S. federal income tax law. The , (ii) provide the Investors with a properly completed IRS Form K-1 within sixty (60) days after the end of each taxable year reflecting all items of taxable income, loss and credit of the Company will also (including the items of any Subsidiaries owned by the Company which are disregarded entities or partnerships for U.S. federal income tax purposes), and (iii) provide any known U.S. Holder such additional information with any information reasonably respect to the Company and the Subsidiaries as is requested in writing by an Investor to allow enable such investor Investor (and its equity holders) to comply with any applicable U.S. federal income tax law. (df) The Company shallInvestors, if requested applicable, shall provide commercially reasonable assistance and necessary information required by a U.S. Holder, cooperate application laws to the Company or its Subsidiaries (if applicable) in determining whether it would be desirable, reasonable and appropriate order for the Company and/or any Subsidiary or its Subsidiaries (if applicable) 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 comply with the obligations set out in this Section 8.5: (i) “U.S. Holder” means (A) any Holder that is a United States person and (B) any Holder that is an entity treated as a foreign partnership for U.S. federal income tax purposes, one or more of the owners of which are, or controlled by, United States persons; and (ii) “United States person” means any person described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. 9 Rights of First Refusal and Co-Sale Rights2.13.

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 1297 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 Investor may request to permit such U.S. Holder Investor 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 1295 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 Investor to comply with the provisions of this Section 8.5(a).. 15 Shareholders Agreement (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 Investor within sixty (60) 60 days from the end of such year with a completed “PFIC Annual Information Statement”,” in form and substance as attached in Exhibit A, as required by Treasury Regulation Section 1.1295-1(g) and any other information required by a U.S. Holder Investor 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 Investor to comply with any applicable U.S. federal income tax law. The Company will also provide any known U.S. Holder Investor 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. HolderInvestor, 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. HolderInvestor” means (A) any Holder investor that is a United States person and (B) any Holder investor that is an entity treated as a foreign partnership for U.S. federal income tax purposes, one or more of the owners of which are, or controlled by, United States persons; and (ii) “United States person” means any person described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. 9 Rights of First Refusal and Co-Sale Rights.

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 1297 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 Investor may request to permit such U.S. Holder Investor 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 1295 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 Investor 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 Investor within sixty (60) 60 days from the end of such year with a completed “PFIC Annual Information Statement”,” in form and substance as attached in Exhibit A, as required by Treasury Regulation Section 1.1295-1(g) and any other information required by a U.S. Holder Investor 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 Investor to comply with any applicable U.S. federal income tax law. The Company will also provide any known U.S. Holder Investor 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. HolderInvestor, 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. HolderInvestor” means (A) any Holder Investor that is a United States person and (B) any Holder Investor that is an entity treated as a foreign partnership for U.S. federal income tax purposes, one or more of the owners of which are, or controlled by, United States persons; and (ii) “United States person” means any person described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. 9 Rights of First Refusal and Co-Sale Rights.

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 1297 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 Investor may request to permit such U.S. Holder Investor 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 1295 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 Investor 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 Investor within sixty (60) 60 days from the end of such year with a completed “PFIC Annual Information Statement”,” in form and substance as attached in Exhibit A, as required by Treasury Regulation Section 1.1295-1(g) and any other information required by a U.S. Holder Investor 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 Investor to comply with any applicable U.S. federal income tax law. The Company will also provide any known U.S. Holder Investor 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. HolderInvestor, 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. HolderInvestor” means (A) any Holder investor that is a United States person and (B) any Holder investor that is an entity treated as a foreign partnership for U.S. federal income tax purposes, one or more of the owners of which are, or controlled by, United States persons; and (ii) “United States person” means any person described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. 9 Rights of First Refusal and Co-Sale Rights.