897-7T. The term "cash equivalent" is generally used interchangeably with "cash items".(15)
897-7T. The IRS administrative pronouncements since the date of the SEC Release are either consistent with that conclusion (i.e., Treas. Reg. Section 1.897-7T) or are of limited effect because they are not published positions of the IRS and have little or no precedential authority (i.e., G.C.M. 39531).
897-7T. (v) Blocker Seller 1 is not a United States person within Code Section 7701. (w) No Company Member has an obligation to file Tax Returns in a jurisdiction where such Company Member does not currently file Tax Returns. (x) All Company Members have timely filed all FinCEN Form 114 due prior to the Closing Date with respect to any reportable foreign financial accounts. (y) Except as set forth on Section 3.16(y) of the Disclosure Schedule, no Company Member has previously made any payment to an Affiliate that is not entitled to benefits under any applicable Tax treaty: (i) due to the “limitation on benefits” provision thereof; or (ii) due to any provision in an applicable Tax treaty denying benefits to payments made to or received by “hybrid” entities that are treated as disregarded entities for U.S. income tax purposes and as corporations or other entities under the laws of the applicable foreign country. (z) None of Sections 80 through 80.04, of the Canadian Tax Act have applied or will apply to any Company Member in respect of the last five (5) completed Tax years immediately preceding the Closing Date and the current Tax year through and including the Closing Date. No Company Member has any unpaid amounts that may be required to be included in income under Section 78 of the Canadian Tax Act for a Tax period (or portion thereof) ending after the Closing Date. (aa) For all periods prior to the Closing Date, all Company Members required to be registered for Quebec Sales Tax, Goods and Services Tax, Harmonized Sales Tax, Provincial Sales Tax and other value added or similar Taxes, have registered for such Taxes (collectively “Value Added Taxes”) and their respective registration numbers are set forth on Section 3.16(aa) of the Disclosure Schedule. Prior to the Closing Date, all input tax credits claimed by each Company Member with respect to any Value Added Tax, have been timely and correctly calculated and claimed. Each Company Member has timely collected, paid and remitted all Value Added Taxes collectible, payable and remittable prior to the Closing Date.
