Section 355 Matters Sample Clauses
The 'Section 355 Matters' clause defines the responsibilities and procedures related to compliance with Section 355 of the Internal Revenue Code, which governs tax-free corporate spin-offs and distributions. This clause typically outlines the parties' obligations to cooperate in providing information, maintaining records, and taking necessary actions to ensure that a transaction qualifies for tax-free treatment under Section 355. For example, it may require both parties to refrain from actions that could jeopardize the tax-free status of a spin-off or to notify each other of any relevant changes. The core function of this clause is to allocate responsibility and ensure both parties work together to preserve the intended tax benefits of the transaction, thereby minimizing the risk of unexpected tax liabilities.
Section 355 Matters. None of the Seller Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.
Section 355 Matters. In the three years prior to the date hereof, neither the Company nor any of its subsidiaries has distributed the stock of another Person, or had its stock distributed by another Person, in a distribution of stock intended to qualify for tax-deferred treatment under Section 355 of the Code.
Section 355 Matters. None of the Company or any of its Subsidiaries have constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.
Section 355 Matters. Neither the Company nor any of its subsidiaries has been intended to constitute either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-deferred treatment under Section 355 of the Code.
Section 355 Matters. No Proposed Merger Subsidiary has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.
Section 355 Matters. Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in (A) any distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 of the Code within the two-year period ending on the date of this Agreement, or (B) in a distribution that constitutes part of a “plan” or “series of related transactions” (within the meaning of Section 355(e)(2) of the Code) in conjunction with the transactions contemplated by this Agreement.