Tax Efficiency. Any transfer as provided for in this Section 5 shall be made in the most tax efficient manner vis-à-vis the Company and the Non-Transferring Party, or the Group exercising the Put (as the case may be).
Tax Efficiency. The General Partner will use reasonable efforts to ensure that the Partnership holds investments in the most tax efficient way reasonably practicable taking into account and balancing the relative interests of the Partners and will use reasonable efforts to meet the conditions of and to benefit from participation exemption regimes, the EU-Parent Subsidiary Directive, the EU-Interest and Royalties directive and other relevant treaties where applicable and cause Portfolio Companies and Partnership Investment Vehicles to maintain sufficient substance and hold such investments as to gain such benefits.
Tax Efficiency. The Company shall, and shall cause its Subsidiaries to, cooperate in good faith with Parent and Merger Sub and take those reasonable actions as the Company deems appropriate in its sole and absolute discretion (to be effective as of or immediately prior to the Effective Time), in order to effectuate the transactions in the most Tax efficient manner to Parent and Merger Sub.
Tax Efficiency. Except as otherwise provided in the Transaction Documents, each of the Parties and the Partnership will cooperate and use reasonable best efforts to (1) structure any contributions, distributions, redemption, dispositions of assets, adjustments to ownership or any other adjustment or transfer of economics between the Parties in a manner that will minimize and, to the extent possible, eliminate, any adverse tax consequences arising from such transactions and (2) ensure that the operations of the Partnership, including, without limitation, the distribution of profits of the Partnership and the selection of profits for distribution to partners, will be carried out in accordance with the reasonable request of either Party in light of the management of its respective domestic and international tax affairs. If one Party makes a request of the other Party pursuant to this Section 2.9.6 and agrees to fully indemnify the non-requesting Party for losses, expenses and other adverse effects (whether or not material) of complying with such request (on an after-tax basis using an assumed tax rate of 40%), then the non-requesting party shall take all reasonable steps necessary to accomplish such change unless the non-requesting Party determines that such request will (1) have a non-economic material adverse effect on the non-requesting Party (taking into account the adverse effect on the structure, operations or financial performance of the Partnership and the adverse effect on the non-requesting Party and its Affiliates) or (2) materially delay the applicable Closing Date.
Tax Efficiency. (a) The Manager shall in good faith use commercially reasonable efforts to maximize the amount of funds that are available to the Company net of taxes for the benefit of the Company and all of the Members in respect of their ownership interests in the Units of the Company (or in the equity ownership interests in any successor to the Company).
Tax Efficiency. Based on specialist VAT advice and confirmation from HMRC the most tax efficient solution for the project currently appears to be a joint construction contract between DE/Council and a contractor.
Tax Efficiency. With regard to all asset transfers set forth in this Clause 2, the Parties shall use their best efforts to ensure that assets are transferred in such a way as to minimise any tax charges (including specifically (a) capital gains tax and (b) tax charges resulting from the transfer of an asset at cost where an implied market value is attributed to the value of the transaction) incurred by such transfer. The Parties agree to maintain flexibility in structuring transactions in a tax efficient way for both the Parties and the Company and agree to include leasing of assets as a specific alternative.
Tax Efficiency. The parties shall cooperate with each other to assure that the Transaction is structured to not only facilitate and expedite the process of obtaining the required approvals under the laws of the PRC but also to maximize the tax and regulatory efficiencies and flexibilities of the Transaction to MRV, Luminent, HG Genuine, and HG Tech.
Tax Efficiency. The Parties agree that the investment to be made by each of them in the Joint Venture Company may be effected through a wholly owned subsidiary or an Affiliate of such Party. All changes fees shall be paid by the Party looking for such changes. 4
Tax Efficiency. If AHI later determines that it would be beneficial to it and/or the ultimate beneficiaries of the Earnout Consideration to structure the Earnout Consideration in a manner more Tax efficient for them, then XXXX III and XXXX III OP agree that they will reasonably cooperate with AHI in such structuring; provided, however, that, notwithstanding anything contained herein to the contrary, XXXX III and XXXX III OP shall not be required to structure the Earnout Consideration in any manner that would, in their reasonable determination (which determination may be based, in whole or in part, on the advice of counsel to XXXX III, XXXX III OP or XXXX IV (or their successors)), (i) result in or cause an adverse or otherwise detrimental Tax result or effect for XXXX III, XXXX III OP or XXXX IV (or their successors) (including, without limitation, any increase in the risk of an audit of them or any of their Affiliates by any Tax Authority), (ii) result in or cause an adverse or otherwise detrimental economic result or effect for any of them (or their successors), or (iii) not be permitted under Law. Further, AHI agrees that it will (A) reimburse XXXX III, XXXX III OP and XXXX IV (and their successors) for all reasonable legal fees or other out-of-pocket costs incurred by them in connection with any such structuring and (B) indemnify and hold them and each other XXXX III Indemnified Person harmless with respect to any Tax-related Liability (including, without limitation, penalties, interest and a Tax “gross-up” payment) that any of them (or their direct or indirect owners) may incur as a result of any such structuring.
