U.S. Tax Reporting. At Closing Time, the Representatives shall have received a completed and executed United States Treasury Form W-8BEN or Form W-9, as applicable (or other applicable form or statement specified by the Internal Revenue Service regulations in lieu thereof) from each Selling Shareholder.
U.S. Tax Reporting. The Purchaser, any designee of Purchaser that acquires the whole or any part of Seller’s Interest or Seller’s Newco Interest (including as part of the Alternative Transaction) and the Seller agree to adopt the “Closing of the Books” method as described in applicable United States Treasury regulations under Section 706 of the United States Internal Revenue Code of 1986, effective on the Closing Date. The Purchaser and any designee of Purchaser that acquires the whole or any part of Seller’s Interest or Seller’s Newco Interest (including as part of the Alternative Transaction) shall prepare and furnish to Seller prior to February 15 of the year following the year in which the Closing Date falls (in each case prepared in accordance with the manner and format provided by Seller): (a) an income statement of each of Holdco, Holdco II, Xxxx Opco, Xxxx Opco II, each Holdco Opco, each Holdco II Opco, each Holdco Propco, each Holdco II Propco, each Holdco Careco and each Holdco II Careco (for the purposes of this Section 4.05, the “Companies”) for the calendar year up to the Closing Date, including a break out of revenue sources and expenses by item; (b) a balance sheet for each of the Companies as of the Closing Date; and (c) such other information as the Seller may reasonably request in order for the Seller and direct and indirect equity holders of the Seller to file all relevant U.S. and non-U.S. tax returns for the year of sale relating to their ownership of any of the Companies.
U.S. Tax Reporting. Not later than 90 days after the end of each fiscal year beginning with fiscal year 2009, the Company shall use commercially reasonable efforts to determine whether it constitutes a “passive foreign investment company” (a “PFIC”) and/or a “controlled foreign corporation” (a “CFC”) as defined for U.S. tax purposes for such fiscal year and will so advise the Investors. For each fiscal year of the Company, commencing with the first fiscal year for which it is determined to be a PFIC, no later than 120 days after the end of such fiscal year, the Company shall use commercially reasonable efforts to furnish the Investors with all information reasonably necessary for them to make a qualified electing fund (“QEF”) election, including (a) a PFIC Annual Information Statement under Section 1295(b) of the U.S. Internal Revenue Code, as amended (the “Code”) and (b) all information reasonably necessary for them to complete IRS Form 8621 (or successor form). For each fiscal year of the Company, commencing with the first fiscal year for which it is determined to be a CFC, no later than 120 days after the end of such fiscal year, the Company shall use commercially reasonable efforts to furnish the Investors with all information reasonably necessary for them to complete IRS Form 5471 (or successor form). The Company will obtain the advice of a U.S. nationally recognized accounting firm or any affiliate thereof to make the determinations and provide the information and statements as described in this paragraph.
U.S. Tax Reporting. The Borrower agrees to treat the Term Loan as indebtedness for U.S. income tax purposes and to treat the Royalty Payments and any Additional Royalty Payments as payments of interest (or, if applicable, repayments of principal), in each case, unless otherwise required by a final determination of an applicable Governmental Authority or unless otherwise required pursuant to a change in applicable law after the date hereof; provided, that the Borrower shall notify the Agent in writing promptly upon the initiation of any Tax audit, investigation, suit or other proceeding relating to such treatment and shall keep the Agent promptly informed of all material developments with respect thereto. The Loan Parties, the Agent and the Lenders shall report on their tax returns in a manner consistent with the foregoing and consistent with the projected payment schedule and comparable yield calculations (as approved by the Agent), unless otherwise required by applicable law or a final determination of an applicable Governmental Authority.
U.S. Tax Reporting. For the avoidance of doubt, the Parties agree not to treat the Term Loan as a “contingent payment debt instrument” for U.S. federal income tax purposes unless otherwise required by applicable law; provided that if either Party determines that a contrary tax reporting position is so required by applicable law, such Party shall consult with the other Party in good faith before taking such position.
