Tax Related Matters. Each of the Shareholders (jointly and severally as a group) and LP, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Shares under this Agreement, and, without limiting the generality of Section 10(a) above, hereby agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. LP and each of the Shareholders undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Each of the Shareholders (severally as a group) and LP, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction of or the failure to withhold or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. The interested parties shall each promptly provide Escrow Agent with appropriate IRS Forms W-9 for taxpayer identification number certifications, or Forms W-8 for nonresident alien certifications in connection with any payments to be made to them.
Tax Related Matters. The Rollover Shareholder shall bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub, the Company and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (x) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to (A) the receipt of any Merger Consideration by the Rollover Shareholder or its affiliates pursuant to the Merger Agreement and/or (B) the receipt of Parent Shares by the Rollover Shareholder or its affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) and (y) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (x) above, including without limitation, any liability for withholding Taxes. The Rollover Shareholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Rollover Shareholder has adequate capital resources available to satisfy its indemnification obligations in accordance with this Section 8(a).
Tax Related Matters. (a) All Tax Returns (defined below) which are or will be required to be filed by or on behalf of the Company and the Subsidiaries on or before the Closing Date (taking into account any validly and duly obtained extensions of time within in which to file) have been or will be timely filed on or before the Closing Date, and all such Tax Returns are or will be true, correct and complete in all material respects.
Tax Related Matters. None of the assets of the Corporation or any Subsidiary constitute property that Purchaser, or any affiliate of Purchaser, will be required to treat as being owned by another person pursuant to the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982. None of the assets of the Corporation or any Subsidiary are or will be subject to a lease to a "tax exempt entity" as such term is defined in Section 168(h)(2) of the Code. Neither the Corporation nor any Subsidiary has at any time consented to have the provisions of Section 341(f)(2) of the Code apply to it. Neither the Corporation nor any Subsidiary has voluntarily or involuntarily changed a method of accounting resulting in the Corporation's or such Subsidiary's inclusion of amounts in income pursuant to adjustments under Section 481 of the Code. The Corporation is not currently and has not been since its inception an S corporation as such term is defined in Section 1361(a) of the Code.
Tax Related Matters. Such Securityholder is not a foreign person, as such term is referred to in Section 1445(b)(2) of the Code. Such Securityholder will not permit the Corporation to elect to have the provisions of Section 341(f)(2) of the Code apply to it.
Tax Related Matters. (a) Tax Returns of the General Partners.
Tax Related Matters. The Company shall be entitled to withhold from all payments of principal of, and interest on, this Debenture any amounts required to be withheld under applicable provisions of the United States income tax laws or other applicable laws at the time of such payments, and the Holder shall execute and deliver all required documentation in connection therewith.
Tax Related Matters. Each of 724 and the Stockholders agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Property under this Agreement, and, without limiting the generality of Section 10(a) above, hereby agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. 724 and each of the Stockholders undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Each of 724 and the Stockholders agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withhold or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. The interested Parties shall each promptly provide to Escrow Agent with appropriate IRS Forms W-9 for taxpayer identification number certifications, or Forms W-8 for nonresident alien certifications in connection with any payments to be made to them.
Tax Related Matters. Notwithstanding anything herein to the contrary, Xxxxxxx Xxxxx and Ali (and any director, officer, employee, agent, consultant, or professional adviser of Xxxxxxx Sachs or Ali, respectively) may disclose to any and all persons, without limitation of any kind, the Tax treatment and Tax structure of the transactions described herein and all materials of any kind (including Tax opinions or other Tax analyses) that are provided to the Investors relating to such Tax treatment or Tax structure. However, any information relating to the U.S. federal or state income tax treatment or Tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply with Applicable Securities Laws. “Tax structure” is limited to any facts relevant to the U.S. federal or state income tax treatment of the transactions described herein but does not include information relating to the identity of the issuer of the securities, the issuer of any assets underlying the securities, or any of their respective affiliates that are offering the securities.
Tax Related Matters. Since its incorporation, the Corporation has made a valid election to be treated as an S corporation under Subchapter S of the Code. The Corporation is an S corporation under Subchapter S of the Code, and neither the Corporation nor either Shareholder has taken or failed to take any action that would result in the disqualification of the Corporation to be treated as an S corporation under Subchapter S of the Code. Shareholders are not foreign persons, as such term is referred to in Section 1445(b)(2) of the Code. The Corporation is not, and in prior years has not been, a member of an affiliated group, as such term is defined in Section 1504 of the Code, filing a consolidated return. None of the assets of the Corporation constitute property that Purchaser, or any affiliate of Purchaser, will be required to treat as being owned by another person pursuant to the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982. None of the assets of the Corporation are or will be subject to a lease to a "tax exempt entity" as such term is defined in Section 168(h)(2) of the Code. The Corporation has not at any time consented, and Shareholders will not permit the Corporation to elect, to have the provisions of Section 341(f)(2) of the Code apply to it. The Corporation has not voluntarily or involuntarily changed a method of accounting resulting in the Corporation's inclusion of amounts in income pursuant to adjustments under Section 481 of the Code. The Shareholders have paid all income and capital gains taxes passed through to them under Section 1361 of the Code with respect to the Corporation.
