Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include ImperialMercer, and for the payment of all federal income Taxes with respect to such Tax Returnsreturns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller Buyer shall have prepared be responsible for the preparation and delivered to the Buyer for review filing of all state and comment thereon at least fifteen (15) days prior to the due date for their filing local Tax Returns relating solely of Mercer that relate to a Pre-Closing Tax Periods Period and that have not been are required to be filed on or prior to after the Closing Date and which Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any XXX paid with such Tax Returns (other than those to less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be filed in responsible for the States preparation and filing of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall be subject reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review pre-Closing portion of such Tax Returns by Straddle Period (less the Buyer prior to the filing portion of Tax Returns to which this paragraph (iiisuch Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.)

Additional Tax Matters. (ia) The Seller Prior to the Closing Date, the Company shall be responsible for the preparation engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and filing of all of the Seller's federal consolidated local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods, which shall include Imperial, and for the payment ”) that have not been filed as of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practicepractice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered Return to the Buyer Parent for Parent’s review and comment thereon at least fifteen (15) 15 days prior to the due date for their the filing of such Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on Return (or if earlier, 15 days prior to the Closing Date filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which are written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be signed reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Buyer, provided that the provisions of Independent Accountants pursuant to this paragraph (iiiSection 6.5(a) shall not apply to any XXX Tax Returns (other than those to be filed in final, binding and non-appealable on the States parties hereto. The fees and expenses of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns Independent Accountants shall be subject to the provisions of paragraph (xiii) hereofshared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer and shall cause the Seller agree Company, to consult and resolve in good faith pay all Taxes shown as due on any issues arising as a result of the review of such Tax Returns by the Buyer prior Return filed pursuant to the filing of Tax Returns to which this paragraph (iiiSection 6.5(a).

Additional Tax Matters. To the extent relevant to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall (i) The Seller shall provide Buyer with such reasonable assistance as may be responsible for required in connection with the preparation of any Tax Return and filing the conduct of all of the Seller's federal consolidated income Tax Returns any audit or other examination by any Governmental Authority or in connection with respect judicial or administrative proceedings relating to all Pre-Closing Tax Periods, which shall include Imperialany liability for Taxes, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall retain and provide Buyer with all records or other information that may be responsible for relevant to the preparation and filing of all state and local Tax Returns ("XXX any Tax Returns") , or the conduct of Imperial for Pre-Closing Tax Periods that are required any audit or examination, or other proceeding relating to be filed on Taxes. In the case of any real or before the Closing Date, and for the payment of all personal property Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered any similar ad valorem Taxes attributable to the Buyer Purchased Assets or the Business for review and comment thereon at least fifteen (15) days prior to the due date for their filing which Taxes are reported on a Tax Returns relating solely to Pre-Closing Return covering which Taxes are reported on a Tax Periods that have not been filed Return covering a period which commences on or prior to the Closing Date and which are ends after the Closing Date, any such Taxes shall be prorated between Seller, on the one hand, and Buyer, on the other, on a per diem basis, with Seller being liable for Taxes relating to any period up to and including the Closing Date and Buyer being liable for Taxes relating to any period commencing after the Closing Date. The party required by applicable law Law to be signed pay any such Tax (the “Paying Party”), to the extent such payment exceeds the obligation of the Paying Party hereunder, shall provide the other Party (the “Non-Paying Party”) with notice of payment, and filed by the Buyer, provided that the provisions within 10 days’ of this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed in the States receipt of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectivelysuch notice of payment, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns Non-Paying Party shall be subject to reimburse the provisions Paying Party for the Non-Paying Party’s share of paragraph (xiii) hereofsuch Taxes. The Buyer Party required by applicable Law to file a Tax Return with respect to Taxes shall do so within the time period prescribed by applicable Law, and the Seller agree to consult and resolve other Party shall reasonably cooperate in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)connection therewith.

Additional Tax Matters. No later than one hundred eighty (i180) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before days after the Closing Date, Purchaser shall prepare and deliver to the Motion Companies for each of their consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the payment Purchase Price (and any other items that are required for federal income Tax purposes to be treated as Purchase Price) among the Transferred Assets (such schedule, the “Allocation”). If the Motion Companies raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, Purchaser and the Motion Companies shall negotiate in good faith to resolve such objection(s). If the Motion Companies do not raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, the Motion Companies shall be deemed to have conclusively accepted the Allocation. If, and to the extent the parties are unable to agree on the Allocation, each of the Motion Companies, on the one hand, and the Purchaser, on the other hand, shall be free to allocate the Purchase Price (and any other items that are required for federal income Tax purposes to be treated as Purchase Price) among the Transferred Assets without regard to the allocation of any other party. In the event the parties agree to the Allocation, Purchaser and each Motion Company shall report and file all Taxes Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Governmental Authority or any other Proceeding) without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or the Motion Companies from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation, and neither Purchaser nor the Motion Companies shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation. In the event the parties agree to the Allocation, Purchaser and the Motion Companies shall cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation, including any amendments to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent forms required pursuant to this Agreement with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered respect to any adjustment to the Buyer for review Purchase Price. Notwithstanding any other provision of this Agreement, the terms and comment thereon at least fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph Section 8.15 shall survive the Closing until the liquidation and winding up of Motion Companies (iiibut in no event later than sixty (60) shall not apply to any XXX Tax Returns (other than those to be filed in days after the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result expiration of the review applicable statute of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iiilimitations).

Additional Tax Matters. (ia) The Seller For so long as the tax structure in respect of the Company and its Subsidiaries described in Exhibit J is in effect (the "Initial Structure"), except as approved by a Qualified Vote in accordance with Section 3.08(b), the Company shall be responsible operated so that neither it nor any of its Subsidiaries that is located in a tax haven for the preparation and filing of all purposes of the Seller's federal consolidated Mexican income Tax Returns with respect tax law (Ley de Impuestos Sobre la Renta, Titulo 1, Disposiciones Generales, Articulo 5(b) (the "Neutral Provisions") will have any income that gives rise to any Mexican income tax payable by America Movil or any of its Mexican Subsidiaries. In addition, for so long as the Initial Structure is in effect, notwithstanding any other provision contained herein, AM Latin America, on behalf of itself and America Movil may elect at any time, in its sole discretion to cause the Company and certain of its Subsidiaries to adopt, either the Danish Structure or the Netherlands-Danish Structure, set forth in Exhibit J hereto (the "Alternate Structure") by delivering the Structure Notice (as defined below) to the other Shareholders and the Shareholders shall take all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect necessary actions to give effect to such Tax Returns. election; provided, however, if any change or modification in the tax laws of Denmark (iiin the case of the Danish Structure) The Seller shall be responsible for or Denmark or the preparation and filing Netherlands (in the case of all state and local Tax Returns ("XXX Tax Returns"the Netherlands-Danish Structure) of Imperial for Pre-Closing Tax Periods that are required to be filed on or before takes place after the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least fifteen (15) days date hereof but prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to of the Closing Date and Structure Notice which are required by applicable law to be signed and filed by would materially adversely affect the Buyer, provided that tax position of any Veto Shareholder as a Shareholder of the provisions of this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed in Company under the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectivelyrelevant Alternate Structure, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns Veto Shareholders shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve negotiate in good faith to agree to a substitute tax structure, and until such agreement is reached, no Structure Notice may be given that specifies an Alternate Structure based in the tax jurisdiction in which such change or modification has occurred; provided, further, that each Shareholder shall be deemed to have agreed to any issues arising as proposed substitute tax structure under which its net tax obligations are equal to or less than the net tax obligations it would have incurred under the Danish Structure or the Netherlands-Danish Structure absent any such change in law. For purposes of this Section 5.14, "Structure Notice" shall mean a result certificate signed by a senior officer of AM Latin America, on behalf of itself and America Movil, stating that implementation of the review Alternate Structure specified therein will avoid adverse tax consequences for America Movil and its Mexican Subsidiaries. Such Alternate Structure shall be implemented within 30 days following the date of such Tax Returns notice or as soon as practicable thereafter. The costs, expenses and losses incurred by the Buyer prior to Company or any Shareholder in implementing such Alternate Structure shall be borne by the filing of Tax Returns to which this paragraph (iii)Company.

Additional Tax Matters. (a) All payments of any portion of the Purchase Price or other amounts payable to Seller (including, for greater certainty, Royalty Payments and Deferred Consideration) in respect of this Agreement shall be made without deduction or withholding for any Tax, except as required by applicable Law. To the extent amounts payable to Seller are subject to withholding or deduction for any Tax pursuant to applicable Law, Purchaser and/or its Affiliates, as applicable, shall (after giving reasonable notice to Seller and cooperating with Seller to obtain any available exemptions or reliefs) be entitled to make the required withholding. Purchaser agrees that, under current law, it does not intend to withhold U.S. Tax on any amounts payable under this Agreement, provided that Purchaser has received from Seller a properly completed and validly executed IRS Form W-8BEN-E (which has not expired under applicable regulations and/or instructions) certifying as to Seller’s eligibility for the benefits under the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital, as amended by protocols, and claiming a zero percent (0%) rate of withholding on any royalties, interest and dividend income. In the event that Purchaser is required to withhold any non-U.S. Tax with respect to the Purchase Price, the amount of such payment, as applicable, shall be increased to the extent necessary to ensure that, after making all required withholdings or deductions, Seller receives an amount equal to the payment that would have been received had no such withholdings or deductions been required. In the event that Purchaser is required to withhold any non-U.S. Tax with respect to the Royalty Grant, the amount of such payment, as applicable, shall be increased to the extent necessary to ensure that, after making all required withholdings or deductions, Seller receives an amount equal to the payment that would have been received had no such withholdings or deductions been required (such increase, the “Royalty Gross-Up”); provided that the Royalty Gross-Up shall be payable only with respect to amounts payable within twelve (12) months following the date hereof unless the relevant non-U.S. Tax arises out of (i) The Seller a change of legal domicile or tax residence of either Purchaser or KPI that is initiated by Purchaser or KPI for any reason, or (ii) the establishment of a new office outside Ireland by Purchaser or KPI, in which cases the Royalty Gross-Up shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns apply to payments made with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon Royalty Grant at least fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)time.

Additional Tax Matters. (ia) The To the extent not otherwise provided in this Agreement, Seller shall be responsible for the preparation and filing of shall promptly pay when due all of the Seller's federal consolidated income Tax Returns Property Taxes levied with respect to all the Purchased Assets attributable to the Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Period. All Property Taxes levied with respect to such Tax Returns. (ii) The Seller the Purchased Assets for the Straddle Period shall be responsible for apportioned between Buyer and Seller based on the preparation and filing number of all state and local Tax Returns ("XXX Tax Returns") days of Imperial for such Straddle Period included in the Pre-Closing Tax Periods that are required to Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be filed on or before the Closing Date, and liable for the payment proportionate amount of all such Property Taxes with respect that is attributable to such XXX Tax Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax PeriodsPeriod. Upon receipt of any xxxx for such Property Taxes, unless required otherwise by law. (iii) The Seller Buyer or Seller, as applicable, shall have prepared and delivered present a statement to the Buyer for review and comment thereon at least fifteen other setting forth the amount of reimbursement to which each is entitled under this Section 7.5(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (1510) days prior after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of reimbursement under this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively7.5(a), the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns applicable party shall be subject to make such reimbursement promptly but in no event later than ten (10) days after the provisions presentation of paragraph (xiii) hereof. The Buyer and a statement setting forth the Seller agree to consult and resolve in good faith any issues arising as a result amount of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns reimbursement to which this paragraph (iii)the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.