Common use of PFIC Reporting Clause in Contracts

PFIC Reporting. The Company hereby agrees to reasonably cooperate with the Purchasers in order to permit the Purchasers to determine whether the Company is at any time a “passive foreign investment company” (as defined in Section 1297(a) of the Code (a “PFIC”). In furtherance of the foregoing, the Company shall, within ninety (90) days after the end of each taxable year, notify the Investor of its good faith belief as to whether the Company or any current or future direct or indirect Subsidiary of the Company was a PFIC for such taxable year. If the Company or any Subsidiary thereof is determined to be a PFIC, the Company (i) shall promptly after the determination thereof notify the Purchasers, (ii) shall timely provide such information to the Purchasers as the Purchasers may reasonably request to enable each Purchaser to complete its U.S. Internal Revenue Service Form 8621 with respect to such entity and (iii) shall use reasonable best efforts, to provide such statements, information and documentation as a Purchaser reasonably believes is necessary for it to make an election to treat such subsidiary as a “qualified electing fund” under Section 1295 of the Code. The Company shall not be liable to the Purchasers if its statement of belief, or any information provided pursuant to this Section 4.14(a), is found to be incorrect, unless such statement of belief or information was not reached or provided in good faith by the Company or was the result of the Company’s gross negligence.

PFIC Reporting. The Company hereby agrees to reasonably cooperate with the Purchasers Investor in order to permit the Purchasers Investor to determine whether the Company is at any time a “passive foreign investment company” (as defined in Section 1297(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “PFIC”). In furtherance of the foregoing, the Company shall, within ninety (90) days after the end of each taxable year, notify the Investor of its good faith belief as to whether the Company or any current or future direct or indirect Subsidiary of the Company was a PFIC for such taxable year. If the Company or any Subsidiary thereof is determined to be a PFIC, the Company (i) shall promptly after the determination thereof notify the PurchasersInvestor, (ii) shall timely provide such information to the Purchasers Investor as the Purchasers Investor may reasonably request to enable each Purchaser Investor to complete its U.S. Internal Revenue Service Form 8621 with respect to such entity and (iii) shall use reasonable best efforts, to provide such statements, information and documentation as a Purchaser Investor reasonably believes is necessary for it to make an election to treat such subsidiary as a “qualified electing fund” under Section 1295 of the Code. The Company shall not be liable to the Purchasers Investor if its statement of belief, or any information provided pursuant to this Section 4.14(a)8.1, is found to be incorrect, unless such statement of belief or information was not reached or provided in good faith by the Company or was the result of the Company’s gross negligence.