Tax Schedules. The Government will ensure that MCA-Benin II and all Providers, Covered Providers, Implementing Entities, contractors (prime contractors and subcontractors), consultants, and other entities and individuals (each, an “Exempt Entity” in the case of a legal entity or an “Exempt Individual” in the case of a natural person) that receive MCC Funding or Government Contribution directly or indirectly in furtherance of the Grant and Implementation Agreement or the Compact (both forms of funding hereinafter to be referred to as “Compact Funding”) are exempt from Taxes in accordance with Section 2.2(l) of the Grant and Implementation Agreement and Section 2.8 of the Compact. All applications and requests made of Government of Benin authorities in connection with the procedures included in these schedules are free of any fees or charges. The following schedules identify specific taxes and mechanisms to implement compliance with the tax exemption under the Grant and Implementation Agreement and the Compact. The Government will provide a copy of the Grant and Implementation Agreement and the Compact to the Direction Générale des Douanes et Droits Indirects (“DGDDI”), and the Direction Générale des Impôts (“DGI”) through the Mission Fiscale des Régimes d’Exception (“MFRE”) to ensure that they implement the terms of the Grant and Implementation Agreement and the Compact and the mechanisms to implement the tax exemption as agreed herein, or as otherwise adopted under the Compact. Beneficiaries of the tax exemption will have to provide the documents listed in the following schedules or those which provide substantially equivalent information but for which terminology may vary. No additional requirements may be demanded without modification of these schedules. As the direct beneficiary of the tax exemption under the Grant and Implementation Agreement and the Compact, MCA-Benin II will facilitate and assist all other indirect beneficiaries of the tax exemption, including Providers, Covered Providers, Implementing Entities, contractors (prime contractors and subcontractors), consultants, and other entities and individuals that receive MCC Funding directly or indirectly in furtherance of the Grant and Implementation Agreement and the Compact, to ensure compliance with the exemption terms herein. Consistent with Section 2.2(l) of the Grant and Implementation Agreement and the Section 2.8 of the Compact, and notwithstanding the exemption methodologies described in these schedules...
Tax Schedules. S&N and the Essex Members agree that the allocation of value and tax basis for purposes of Section 704(c) of the Code among the assets contributed by S&N pursuant to the S&N-Company Contribution Agreement on the date hereof shall be as set forth on Annex E and that the allocation of value and tax basis for purposes of Section 704(c) of the Code among the assets contributed by the Essex Members pursuant to the Essex-Company Contribution Agreement on the date hereof shall be as set forth on Annex F. On the date hereof, S&N shall provide on Annex E a good faith estimate of the allocation of federal income tax basis and value of each asset it contributed pursuant to the S&N-Company Contribution Agreement on the date hereof, and within 90 Business Days after the date hereof, S&N and the Essex Members shall agree to and finalize the allocation of federal income tax basis and value of each asset. On the date hereof, the Essex Members shall provide on Annex F a good faith estimate of the allocation of federal income tax basis and value of each asset it contributed pursuant to the Essex-Company Contribution Agreement on the date hereof, and within 90 Business Days after the date hereof, S&N and the Essex Members shall agree to and finalize the allocation of federal income tax basis and value of each asset. Unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code), S&N, the Essex Members, the Tax Matters Member, the Company and its Subsidiaries shall not take any position inconsistent with Annex E or Annex F or the final federal income tax basis without the prior affirmative vote or unanimous written consent of all of the Investors. In the event that any of the allocations described in this Section 6.04(g)(ii) are disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify and consult with the Company and the other party concerning the resolution of such dispute.
Tax Schedules. Prior to the Closing Date, Company shall use reasonable best efforts to cooperate with Parent and assist Parent in preparing schedules reasonably acceptable to Parent that accurately set forth as of the Effective Time (i) the tax basis of the assets held by Company and its Subsidiaries; (ii) the amount of each item of deferred tax liability and deferred tax assets included on Company's audited financial statements for fiscal 1998; and (iii) details of any accrual for contingent tax liabilities of Company and its Subsidiaries. Parent shall engage, at Parent's expense, Ernst & Young LLP or another accounting firm reasonably acceptable to Company to prepare the Schedules described in this Section 6.16.
Tax Schedules. 31 6.17 Listing..................................................... 31 6.18
Tax Schedules. The Existing Shareholders will prepare at ------------- their expense draft schedules of Taxes relating to income of Superior payable by the Existing Shareholders for the 1998 Tax year and for the period January 1, 1999 to the Closing Date (as defined) (the "Draft Tax Obligations"). The Existing Shareholders will deliver such Draft Tax Obligations to HDA as soon as possible but in any event within 75 days after the Closing.
