U.S. Tax. 16.1 The parties intend the Transaction to constitute steps in a single plan of reorganisation of the Vendor and Telewest Jersey qualifying as a “reorganisation” within the meaning of section 368(a)(1)(C) of the US Internal Revenue Code of 1986, as amended.
U.S. Tax. (i) The Company will not take any action inconsistent with the treatment of the Company or any Group Company (for the purpose of this Sections 7.13 (b) (1), (2), (3) and (5), excluding the US Subsidiary) as a corporation for U.S. federal income tax purposes and will not elect for the Company or any Group Company 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 the Investors 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.
U.S. Tax. Nothing in this Agreement shall constitute or create a partnership among the Proponents or the Proponents and the Province or between any of them. Except as expressly provided for in this Section, nothing in this Agreement shall constitute any Party as the agent of any other Party, nor shall any Party have, or represent that it has, the authority or power to act or to undertake or create any obligation or responsibility on behalf or in the name of any other Party. The Parties agree that if this Agreement or the relationship established hereby constitutes a partnership as defined in Section 761(a) of the United States Internal Revenue Code, they elect to be excluded from the application of any sections of Subchapter K. of such Code, and the Operator is authorized to execute and file any forms or other documentation as is required for such election.
U.S. Tax. You warrant that: (a) you are a legal entity established and organized under the laws of Indonesia; (b) you will not, directly or indirectly, yourself or through third-parties, export or cause our goods and services to be exported to the United States and you do not intend for our goods and services to be used, consumed or disposed of within the United States; (c) you will not cause our goods and services to be subject to processing, distribution, assembly or manufacturing within the United States; and (d) any services provided by us will be provided to offices, facilities or other operations of you located outside of the United States, for use outside the United States.
U.S. Tax. 5.1. References in this Section to the “Company” shall be deemed to include each of the Company’s non-U.S. subsidiaries unless otherwise noted. References in this Section to “U.S. Investor” shall include U.S. Investors as relevant under applicable law and shall be deemed to include each of Scale, Greenspring and Insight.
U.S. Tax. (a) Any term or provision of this Clause 14 (Tax Gross-Up and Indemnities) or any other term in this Agreement or any Finance Document notwithstanding, an Obligor making a payment with respect to advances made under this Agreement to a U.S. Borrower shall not be required to pay any additional amount pursuant to Clause 14.1 (Tax gross-up) or Clause 14.2 (Tax indemnity) in respect of U.S. Tax with respect to an amount payable by it on payments of interest pursuant to this Agreement to a Finance Party to the extent such U.S. Tax is imposed because of any of the conditions described in Clause 14.3(a)(i) or (ii) applies:
U.S. Tax. Each of the parties hereto (i) represents and warrants that it has not taken any action (nor permitted any action to be taken), and is not aware of any fact or circumstance, that would reasonably be expected to impair or impede the Intended Tax Treatment (ii) shall prepare and file all income Tax Returns consistent with, and shall not take any income Tax reporting position inconsistent with, the Intended Tax Treatment, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, and (iii) shall prepare and file any statement required pursuant to U.S. Treasury Regulations 1.351-3.
U.S. Tax. (a) Any term or provision of this clause 15 (Tax Gross Up and Indemnities) or any other term in this Agreement or any Finance Document notwithstanding, an Obligor making a payment with respect to advances made under this Agreement to a US Borrower shall not be required to pay any additional amount pursuant to clause 15.1 (Tax gross-up) or clause 15.2 (Tax indemnity) in respect of US Tax with respect to an amount payable by it on payments of interest pursuant to this Agreement to a Finance Party to the extent such US Tax is imposed because of any of the conditions described in clause 15.3(a)(i) or (ii) applies:
U.S. Tax. The parties intend that (i) the Transaction qualifies as a Section 368(a)(1)(B) reorganization, and (ii) the exchange of each of the Seller’s respective Interests for Photonics Common Stock of equivalent fair market value qualifies for tax-free treatment to each Seller under Section 354 of the Code. The parties agree that they will take no U.S. tax position inconsistent with such intended treatment. The parties agree to prepare, execute and file all required notices and forms with the U.S. Internal Revenue Service (“IRS”) as may be necessary or advisable to order to effectuate the intent of this Section 1.2, including but not limited to forms, agreements and notices under Sections 368 and 367 of the Code and IRS regulations thereunder.
U.S. Tax. The Buyer or the relevant Nominated Buyer Company (as applicable) shall pay to the Seller an amount equal to any sales Tax, use Tax, direct or indirect real property transfer or gains Tax, documentary stamp Tax, or similar Taxes and any related fees imposed on or incurred by the Seller and/or any Relevant Seller's Group Company and attributable to the sale or transfer of the US Assets or transfer or assignment of the Contracts ("Transfer Taxes"). The Buyer, at its sole expense, shall (or shall procure that the relevant Nominated Buyer Company shall) timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authority any such tax returns related to Transfer Taxes as may be required by law to be filed. Prior to the filing of any such tax return, the Buyer shall (or shall procure that the relevant Nominated Buyer Company shall) provide a copy of the return to the Seller ten (10) days prior to the due date thereof for the Seller’s approval not to be unreasonably withheld, delayed, or conditioned. The Buyer shall (or shall procure that the relevant Nominated Buyer Company shall) provide confirmation of the filing and payment of any Transfer Taxes covered herein to the Seller within five (5) days after filing of any such tax return and payment of any such Tax.
