Common use of U.S. Tax Matters Clause in Contracts

U.S. Tax Matters. Each Party agrees that: (a) the transactions set forth in Section 1.3, Section 1.4, Section 1.5, Section 1.6, Section 1.7 and Section 1.8 are intended to constitute a single integrated transaction qualifying as a tax-deferred contribution pursuant to Section 351 of the Code; (b) such Party shall retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulations section 1.351-3 in connection with each of the transactions set forth in subsection (a); and (c) such Party shall otherwise use its best efforts to cause the transactions set forth in subsection (a) to qualify as a tax-deferred contribution, in each case pursuant to Section 351 of the Code. In connection with the transactions described in subsection (a), the Parties agree to treat Red Pine as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Except as otherwise required by this Agreement, 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 (1) the transactions described in subsection (a) from each qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code, or (2) Red Pine from being treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Each Party hereto agrees to act in good faith, consistent with the terms of this Agreement and the intent of the Parties and the intended treatment of such transactions as set forth in this Section 1.13. Notwithstanding the foregoing, no Party makes any representation, warranty or covenant to any other Party or to any HB2 unitholder, Blocker shareholder or other holder of HB2 or Blocker securities (including, without limitation, stock options, warrants, subscription receipts, debt instruments or other similar rights or instruments) regarding the tax treatment of the transactions contemplated by this Agreement, including, but not limited to, whether the transactions described in subsection (a) will constitute a single integrated transaction qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code or whether Red Pine will be treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code as a result of the transactions set forth in subsection (a). HB2, Blocker and Red Pine shall each be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any person such amounts as are required to be deducted and withheld with respect to such payment under the Code, the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

U.S. Tax Matters. Each Party agrees that: (a) the transactions set forth in Section 1.3, Section 1.4, Section 1.5, Section 1.6, Section 1.7 and Section 1.8 1.3 through 1.10 are intended to constitute a single integrated transaction qualifying as a tax-deferred contribution pursuant to Section 351 of the Code; (b) such Party shall retain such records and file such information as is required to be retained and filed pursuant to U.S. Treasury Regulations section 1.351-3 in connection with each of the transactions set forth in subsection (a); and (c) such Party shall otherwise use its best efforts to cause the transactions set forth in subsection (a) to qualify as a tax-deferred contribution, in each case pursuant to Section 351 of the Code. In connection with the transactions described in subsection (a), the Parties agree to treat Red Pine Mezzotin as a United States domestic corporation for all U.S. federal income tax purposes under Section 7874(b) of the Code. Except as otherwise required by this Agreement, no Party shall knowingly 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 (1) the transactions described in subsection (a) from each qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code, or (2) Red Pine Mezzotin from being treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Notwithstanding the above, each Party intends that the portion of the Indus Reorganization applicable to the U.S. shareholders constitutes a tax-free recapitalization under Section 368(a)(1)(E) of the Code of their Indus Shares into new Indus voting common shares (herein, the Convertible Shares). Each Party hereto agrees to act in good faith, consistent with the terms of this Agreement and the intent of the Parties and the intended treatment of such transactions as set forth in this Section 1.131.12. Notwithstanding the foregoing, no Party makes any representation, warranty or covenant to any other Party party or to any HB2 unitholder, Blocker shareholder of Indus or Canadian Fixxx xr other holder of HB2 Indus or Blocker securities Canadian Fixxx xecurities (including, without limitation, stock options, warrants, subscription receipts, debt instruments or other similar rights or instruments) regarding the tax treatment of the transactions contemplated by this Agreement, including, but not limited to, (i) whether the transactions described in subsection (a) will constitute a single integrated transaction qualifying each qualify as a tax-deferred contribution within the meaning of Section 351 of the Code Code, (ii) whether the U.S. shareholders of Indus may receive the Convertible Shares and their inherent exchange rights on a tax-free basis as a tax-free recapitalization under Section 368(a)(1)(E) of the Code, or (iii) or whether Red Pine Mezzotin will be treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code as a result of the transactions set forth in subsection (a). HB2, Blocker and Red Pine shall each be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any person such amounts as are required to be deducted and withheld with respect to such payment under the Code, the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

U.S. Tax Matters. Each (a) Subject to Section 6.8 hereof, each Party agrees that: (ai) the transactions set forth in Merger contemplated by Section 1.33.2 of this Agreement is intended to qualify as a reorganization under Section 368(a) of the Code, Section 1.4(ii) the Amalgamation and liquidation of Amalco contemplated by Sections 3.4 and 3.5 of this Agreement, Section 1.5taken together, Section 1.6, Section 1.7 and Section 1.8 are intended to constitute a single integrated transaction qualifying qualify as a tax-deferred contribution "reorganization" pursuant to Section 351 368(a) of the Code; (biii) such Party the Parties shall retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulations section 1.351Section 1.368-3 in connection with each of the transactions set forth in subsection (ai) and (ii); and (civ) such Party the Parties shall otherwise use its best their commercially reasonable efforts to cause the transactions set forth in subsection (ai) to qualify as a tax-deferred contributionreorganization under Section 368(a) of the Code and the transactions set forth in subjection (ii), in each case taken together, to qualify as a "reorganization" pursuant to Section 351 368(a) of the Code. In connection with the transactions described in subsection subsections (ai) and (ii), the Parties agree to treat Red Pine the Purchaser as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Except as otherwise required by this Agreement, 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 prevent: (1) the transactions described in subsection (ai) from each qualifying as an exchange pursuant to Section 368(a) of the Code; (2) the transactions described in subsection (ii), taken together, from qualifying as a tax-deferred contribution within the meaning of "reorganization" pursuant to Section 351 368(a) of the Code, ; or (23) Red Pine the Purchaser from being treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Each Subject to Section 6.8 hereof, each Party hereto agrees to act in good faith, consistent with the terms of this Agreement and the intent of the Parties and the intended treatment of such transactions as set forth in this Section 1.13. Notwithstanding the foregoing, no Party makes any representation, warranty or covenant to any other Party or to any HB2 unitholder, Blocker shareholder or other holder of HB2 or Blocker securities (including, without limitation, stock options, warrants, subscription receipts, debt instruments or other similar rights or instruments) regarding the tax treatment of the transactions contemplated by this Agreement, including, but not limited to, whether the transactions described in subsection (a) will constitute a single integrated transaction qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code or whether Red Pine will be treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code as a result of the transactions set forth in subsection (a3.14(a). HB2, Blocker and Red Pine shall each be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any person such amounts as are required to be deducted and withheld with respect to such payment under the Code, the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

U.S. Tax Matters. Each Party agrees that: (a) the transactions set forth in Section 1.31.3 (Financing of Molystar), Section 1.41.4 (Recapitalization), Section 1.51.5 (Contribution of Delic Common Stock to Molystar), Section 1.61.6 (Exchange of Delic Shares for Molystar Shares pursuant to the US Merger with US Subco), Section 1.7 (Exchange of Subscription Receipts), Section 1.8 (Amalgamation), Section 1.9 (Wind up of Amalco), Section 1.10 (Exchange of Molystar Replacement Special Warrants), and Section 1.8 1.11 (Handling of Molystar Original Finder’s Warrants and Options to Purchase Molystar Shares) are intended to constitute a single integrated transaction qualifying as a tax-deferred contribution pursuant to Section 351 of the Code; , (b) such Party shall retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulations section 1.351-3 in connection with each of the transactions set forth in subsection (a); ) and (c) such Party shall otherwise use its best efforts to cause the transactions set forth in subsection (a) herein to qualify as a tax-deferred contribution, in each case pursuant to Section 351 of the Code. In connection with the transactions described in subsection (a)herein, the Parties agree to treat Red Pine Molystar as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Except as otherwise required by this Agreement, 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 (1) the transactions described in subsection (a) herein from each qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code, or (2) Red Pine Molystar from being treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Each Party hereto agrees to act in good faith, consistent with the terms of this Agreement and the intent of the Parties and the intended treatment of such transactions as set forth in this Section 1.131.12. Notwithstanding the foregoing, no Party makes any representation, warranty or covenant to any other Party party or to any HB2 unitholdershareholder of Delic, Blocker shareholder US Subco or Canadian Xxxxx or other holder of HB2 Delic, US Subco or Blocker Canadian Xxxxx securities (including, without limitation, stock options, warrants, subscription receipts, special warrants, debt instruments or other similar rights or instruments) regarding the tax treatment of the transactions contemplated by this Agreement, including, but not limited to, whether the transactions described in subsection (a) will constitute a single integrated transaction qualifying as a tax-deferred contribution within the meaning of Section 351 of the Code or whether Red Pine will be treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code as a result of the transactions set forth in subsection (a). HB2, Blocker and Red Pine shall each be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any person such amounts as are required to be deducted and withheld with respect to such payment under the Code, the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.