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

U.S. Tax Matters. (i) The Company will use, and will cause each of the other Group Companies to use, commercially reasonable best efforts to avoid classification as a PFIC as defined in the Internal Revenue Code of 1986, as amended (the “Code”) for the current year or any subsequent year. (ii) The Company shall promptly provide the Investors with written notice if it (or any of the other Group Companies) becomes a PFIC. Such notice shall include a reasonably detailed analysis of the determination that the Company (or any of the other Group Companies) has become a PFIC. (iii) The Company shall make due inquiry with its tax advisors on at least an annual basis regarding its status as a PFIC, and if Company is informed by its tax advisors that any such entity has become a PFIC, or that there is a likelihood of any such entity being classified as a PFIC for any taxable year, the Company shall promptly notify the Investors of such status or risk, as the case may be. The Company agrees to make available to the Investors upon request, the books and records of the Company and the other Group Companies, and to provide information to the Investors pertinent to the Company’s status or potential status as a PFIC. Upon a determination by the Company, the Investors or any taxing authority that the Company has been or is likely to become a PFIC, the Company will provide the following information to the Investors and each of their direct or indirect beneficial owners (a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its US 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). Shareholders Agreement

U.S. Tax Matters. Immediately after the Completion, to the Company’s knowledge (i) The after consultation with its tax advisors), neither the Company will use, and will cause each nor any subsidiary of the other Group Companies to use, commercially reasonable best efforts to avoid classification as Company shall be a PFIC “Controlled Foreign Corporation” (a “CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”) for the current year or any subsequent year. (ii) The Company shall promptly provide the Investors with written notice if it (or any of the other Group Companies) becomes a PFIC). Such notice shall include a reasonably detailed analysis of the determination that the Company (or any of the other Group Companies) has become a PFIC. (iii) The Company shall make due inquiry with its tax advisors on at least an annual basis regarding its the Company’s status as a PFICCFC and, and if it is determined that the Company is informed by its tax advisors that or may be a CFC, regarding whether any such entity has become a PFIC, or that there portion of the Company’s income is a likelihood “Subpart F Income” (as defined in Section 952 of any such entity being classified as a PFIC for any the Code). No later than sixty (60) days following the end of each taxable yearyear of the Company, the Company shall promptly notify the Investors of such status or risk, as the case may be. The Company agrees to make available provide to the Investors upon requestthe Company’s capitalization table as of the end of the last day of such taxable year. In addition, the books and records of the Company and the other Group Companies, and to shall provide information to the Investors pertinent with reasonable access to such other Company information as may be necessary for the Investors to determine the Company’s status or potential status as a PFIC. Upon a determination by CFC and to determine whether any Investor is required to report its pro rata portion of the Company’s “Subpart F Income” on its United States federal income tax return, or to allow the Investors or any taxing authority to otherwise comply with applicable United States federal income tax laws. In the event that the Company has been is determined by its Company’s tax advisors, or is likely by counsel or accountants for any Investor, to become be a PFICCFC, the Company will provide agrees to use commercially reasonable efforts (consistent with the following information Company’s overall business objectives and strategies) to (i) avoid generating Subpart F Income; and (ii) annually make dividend distributions to each Investor, to the extent permitted by law and subject to available cash, in a per share amount calculated by reference to fifty percent (50%) of any income of the Company that would have been deemed distributed per share to the Investors and each pursuant to Section 951(a) of their direct or indirect beneficial owners (a “PFIC Shareholder”): (i) all information reasonably available to the Code. After consultation with its tax advisors, the Company to permit such PFIC Shareholder to (a) accurately prepare its US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company does not believe that it or any of its Subsidiaries’ classification as subsidiaries is currently a “passive foreign investment company” within the meaning of Section 1297 of the Code (“PFIC”). The Company shall use commercially reasonable efforts to avoid being a PFIC within the meaning of Section 1297 of the Code, taking into account the Company’s overall business objectives and (b) make strategies. In connection with any election (including, without limitation, a “qualified electing fundQualified Electing Fund” election under made by any Investor (or its beneficial owners) pursuant to Section 1295 of the CodeCode or any “Protective Statement” filed by any Investor (or its beneficial owners) pursuant to U.S. Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), with respect to the Company shall provide an annual information statement to such Investor, as required by the applicable Treasury Regulations in form and substance as soon as reasonably practicable following the end of each taxable year of such Investor (but in no event later than ninety (90) days following the end of each such taxable year), and shall provide such Investor with access to such other Company information as may be required for purposes of filing United States federal income tax returns of the Investors (or their beneficial owners) in connection with such “Qualified Electing Fund” election or “Protective Statement”. In the event that any Investor (or any of its Subsidiariesbeneficial owners) has made a “Qualified Electing Fund” election and must include in its gross income for a particular taxable year its pro rata share of the Company’s (or any Company subsidiary’s) earnings and profits pursuant to Section 1293 of the Code, as amended (or any successor thereto); and , the Company agrees to make a dividend distribution to such Investor (iino later than ninety (90) days following the end of such Investor’s taxable year or, if later, sixty (60) days after the Company is informed by such Investor that it (or any of its beneficial owners) has been required to recognize such an income inclusion) in an amount equal to fifty percent (50%) of the amount that would be included by such Investor (or its beneficial owners) if such person were a completed “PFIC Annual Information StatementUnited States person” as described under Treasury Regulation such term is defined in Section 1.1295-1(g7701(a)(30) of the Code and had such person made a valid and timely “Qualified Electing Fund” election which was applicable to such taxable year. The Company shall take such actions, including making an election to be treated as a corporation or refraining from making an election to be treated as a partnership, as may be required to ensure that at all times the Company is treated as a corporation for United States federal income tax purposes. The Company shall make due inquiry with its tax advisors (and shall cooperate with the Investors’ tax advisors with respect to such inquiry) on at least an annual basis regarding whether any Investor’s (or any of its beneficial owners’) direct or indirect interest in the Company is subject to the reporting requirements of either or both of Sections 6038 and 6038B of the Code (and the Company shall duly inform the Investors of the results of such determination), and in the event that any Investor’s (or any of its beneficial owners’) direct or indirect interest in Company is determined by the Company’s tax advisors or such Investor’s tax advisors to be subject to the reporting requirements of either or both of Sections 6038 and 6038B of the Code, the Company agrees, upon a request from such Investor, to provide such information to such Investor as may be necessary to fulfil such Investor’s (or its beneficial owners’) obligations thereunder. Shareholders AgreementThe Company further covenants and agrees that to the extent it has any U.S. tax reporting compliance obligations, it shall engage, within ninety (90) days following the date upon which the facts and circumstances triggering such tax compliance reporting obligations arise, with a reputable U.S. tax advisory firm to assist the Company with such U.S. tax reporting and compliance obligations.

U.S. Tax Matters. (i) The Company will use, and will cause each of the other Group Companies to use, commercially reasonable best efforts to avoid classification as a PFIC as defined in the Internal Revenue Code of 1986, as amended (the “"Code”") for the current year or any subsequent year. (ii) The Company shall promptly provide the Investors with written notice if it (or any of the other Group Companies) becomes a PFIC. Such notice shall include a reasonably detailed analysis of the determination that the Company (or any of the other Group Companies) has become a PFIC. (iii) The Company shall make due inquiry with its tax advisors on at least an annual basis regarding its status as a PFIC, and if Company is informed by its tax advisors that any such entity has become a PFIC, or that there is a likelihood of any such entity being classified as a PFIC for any taxable year, the Company shall promptly notify the Investors of such status or risk, as the case may be. The Company agrees to make available to the Investors upon request, the books and records of the Company and the other Group Companies, and to provide information to the Investors pertinent to the Company’s 's status or potential status as a PFIC. Upon a determination by the Company, the Investors or any taxing authority that the Company has been or is likely to become a PFIC, the Company will provide the following information to the Investors and each of their direct or indirect beneficial owners (a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its US 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). Shareholders AgreementAgreement 37