Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and shall, to the extent within its control, cause its respective affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in preparing and filing all tax returns, resolving tax disputes and in all other tax matters, including by maintaining and making available to Parent and its affiliates all books and records relating to taxes. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to Parent a list of the holders of Company Capital Stock, Stock Options and Restricted Shares, in each case along with such holders’ address and taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list (including the holders’ addresses and taxpayer identification numbers) to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and Restricted Shares as contemplated by Section 5.04. (iv) All tax sharing agreements, arrangements and practices between the Company (and any affiliates of the Company) on the one hand, and any other party, on the other hand, (other than such tax sharing agreements, arrangements and practices of a commercial nature not principally related to taxes) shall be terminated on or before the Closing. After the Closing, none of the Company or any affiliate of the Company shall have any rights or obligations under any such tax sharing agreement, arrangement or practice.

Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and shalland, to the extent within its control, shall cause its respective affiliatesAffiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in preparing and filing all tax returns, resolving tax disputes and in all other tax matters, including by maintaining and making available to Parent and its affiliates Affiliates all books and records relating to taxes. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s stockholders and holders of Company Capital Stock, Stock Options and Restricted SharesRSUs, in each case along with such stockholders’ or holders’ address and taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list (including the holders’ addresses and taxpayer identification numbers) to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and Restricted Shares RSUs as contemplated by Section 5.04. (iv) All tax sharing agreementsThe Company and its Subsidiaries shall, prior to the Closing Date, pay all amounts owed pursuant to related party transactions under agreements or arrangements and practices between the Company (and any affiliates of the Company) on the one hand, and any other party, on the other hand, (other than such tax sharing agreements, arrangements and practices of a commercial nature not principally related to taxes) shall be terminated on or before the Closing. After the Closing, none of involving the Company or any affiliate of the Company shall have its Subsidiaries and record all accounting adjustments that are necessary and appropriate to accurately reflect any rights intercompany payment or obligations under any such tax sharing agreement, arrangement or practicerelated transaction.

Additional Tax Matters. (i) All tax sharing agreements, arrangements and practices between the Company (and any affiliate of the Company), on the one hand, and any other party, on the other hand, shall be terminated on or before the Effective Date. After the Effective Date, none of the Company (or any affiliate of the Company) shall have any rights or obligations under any such tax sharing agreement, arrangement or practice. (ii) The Company and each of its Subsidiaries shall cooperate, and shalland, to the extent within its control, shall cause its respective affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, cooperate with Parent in preparing and filing all tax returns, resolving tax disputes and in all other tax matters, including by maintaining and making available to Parent and its affiliates all books and records relating to taxes. (iiiii) The Company shall deliver to Parent at or prior To the extent Section 6043A of the Code applies to the Closing a certificatetransactions contemplated by this Agreement, in form the parties shall cooperate with each other and substance satisfactory provide each other with all information as is reasonably necessary for the parties to Parent, duly executed and acknowledged, certifying that satisfy the payment reporting obligations under Section 6043A of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to Parent a list of the holders of Company Capital Stock, Stock Options and Restricted Shares, in each case along with such holders’ address and taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list (including the holders’ addresses and taxpayer identification numbers) to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and Restricted Shares as contemplated by Section 5.04Code. (iv) All tax sharing agreementsParent shall, arrangements and practices between the Company (and any affiliates at its option, make an election pursuant to Section 338(g) of the Company) on the one hand, and any other party, on the other hand, (other than such tax sharing agreements, arrangements and practices of a commercial nature not principally related Code with respect to taxes) shall be terminated on or before the Closing. After the Closing, none of the Company or any affiliate of its Subsidiaries. (v) The Company shall not knowingly and shall ensure that none of its Subsidiaries knowingly takes any action or enters into any transaction, other than a transaction contemplated by this Agreement (including any Pre-Acquisition Reorganization as Parent or Sub may request pursuant to Section 4.09 or any transaction disclosed in the Company Letter) or a transaction undertaken in the ordinary course of business consistent with past practice, that would reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise available to Sub in respect of the non-depreciable capital properties owned by the Company shall have any rights and its Subsidiaries as of the date of this Agreement or obligations under any acquired by such tax sharing agreemententities subsequent to the date of this Agreement in accordance with the terms of this Agreement, arrangement without first consulting with and obtaining the consent of Parent or practiceSub, such consent not to be unreasonably withheld, conditioned or delayed, with reasonableness to be determined considering the relative costs and benefits to the Company and its Subsidiaries and Parent and its Subsidiaries.

Additional Tax Matters. (i) All tax sharing agreements, arrangements and practices between the Company (or any of its Subsidiaries), on the one hand, and any other party, on the other hand (other than the Company or any of its Subsidiaries), shall be terminated on or before the Closing Date. After the Closing Date, none of the Company (or any of its Subsidiaries) shall have any rights or obligations under any such tax sharing agreement, arrangement or practice. (ii) The Company and each of its Subsidiaries shall cooperate, and shall, to the extent within its control, shall cause its respective affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in preparing and filing all tax returns, resolving tax disputes and in all other tax mattersmatters relating to taxes, including by maintaining and making available to Parent and its affiliates all books and records relating to taxes. (iiiii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance reasonably satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iiiiv) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s shareholders and holders of Company Capital StockStock Options, Stock Options Restricted Shares and Restricted SharesRSUs, in each case along with such shareholders’ or holders’ address and taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list (including the holders’ addresses and taxpayer identification numbers) to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and Options, Restricted Shares and RSUs as contemplated by Section 5.04. (iv) All tax sharing agreements, arrangements and practices between the Company (and any affiliates of the Company) on the one hand, and any other party, on the other hand, (other than such tax sharing agreements, arrangements and practices of a commercial nature not principally related to taxes) shall be terminated on or before the Closing. After the Closing, none of the Company or any affiliate of the Company shall have any rights or obligations under any such tax sharing agreement, arrangement or practice.

Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and shalland, to the extent within its control, shall cause its respective affiliatesAffiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in preparing and filing all tax returns, resolving tax disputes and in all other tax matters, including by maintaining and making available to Parent and its affiliates Affiliates all books and records relating to taxes. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (iii) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s stockholders and holders of Company Capital StockStock Options, Stock Options Restricted Shares and Restricted SharesRSUs, in each case along with such stockholders’ or holders’ address and taxpayer identification numbers for U.S. Federal income tax 33 Table of Contents purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list (including the holders’ addresses and taxpayer identification numbers) to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and Options, Restricted Shares and RSUs as contemplated by Section 5.04. (iv) All tax sharing agreementsPrior to the Closing Date, arrangements and practices between the Company (and each of its Subsidiaries, as applicable, shall have entered into executed agreements governing all related party transactions. Such agreements shall be in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any affiliates comparable provision of any tax Law. (v) Prior to the Closing Date, the Company shall deliver to Parent a schedule setting forth the following information with respect to the Company and its Subsidiaries as of the Company) on most recent practicable date: the one handamount of any net operating losses, and any unused investment or other partycredits, on the other hand, (other than such unused foreign tax sharing agreements, arrangements and practices of a commercial nature not principally related to taxes) shall be terminated on credits or before the Closing. After the Closing, none excess charitable contributions of the Company or any affiliate of its Subsidiaries for Federal income tax, alternative minimum tax or any other tax purposes (including dates of expiration of such items, any limitations on such items and all Schedules M-1 and M-3 prepared or filed by the Company shall have or any rights or obligations under any such tax sharing agreement, arrangement or practiceof its Subsidiaries).