Common use of PFIC Matters Clause in Contracts

PFIC Matters. (a) As soon as reasonably practicable (but in any event, within seventy-five (75) days) following the end of each taxable year of the Company and each Subsidiary (as determined for U.S. federal income tax purposes), the Company shall (with the assistance of its outside U.S. tax advisors) determine whether or not the Company or any Subsidiary was a PFIC for such taxable year, and shall provide a report regarding such determination to the Investor. (b) In connection with a “Qualified Electing Fund” election (“QEF election”) pursuant to Code Section 1295 or a “Protective Statement” pursuant to Treasury Regulation Section 1.1295-3, filed or proposed to be filed by the Investor or any Affiliate thereof, the Company shall, and shall cause each Subsidiary to, annually provide a PFIC annual information statement to the Investor and such Affiliate in the form required under Treasury Regulations Section 1.1295-1(g) as soon as reasonably practicable following the end of each calendar year (but in no event later than ninety (90) days following the end of each calendar year). (c) The Company shall provide the Investor with, and shall provide commercially reasonable access to records and other sources regarding, any additional information reasonably requested by the Investor to the extent necessary (i) to determine the Company’s or any Subsidiary’s status as a PFIC for any taxable year, (ii) to determine the amounts that the Investor or any Affiliate thereof may be required to report as its pro rata portion of the Company’s or such Subsidiary’s earnings in connection with a QEF election, a Protective Statement or otherwise, (iii) to enable the Investor and its Affiliates to make any election (including a QEF election) and to comply with all other requirements of such election or (iv) to prepare and file any U.S. tax return, form or statement (including IRS Forms 926, 5471, 8865 and 8886), or otherwise comply with applicable U.S. federal, state, local, non-U.S. or other tax laws.