U.S. Tax Covenants Sample Clauses
U.S. Tax Covenants. (a) The Company shall use its commercially reasonable efforts to avoid being a PFIC. The Company shall upon the request of any U.S. Investor (as defined below): (i) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a PFIC (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (ii) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 6.8(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the Purchaser to prepare and submit its U.S. tax filings.
(b) If a determination is made by the Company that the Company is a PFIC for a particular taxable year, then for such year and for each year thereafter, the Company shall also provide each known U.S. Investor within sixty (60) days upon the request of such U.S. Investor with a completed “PFIC Annual Information Statement” as required by Treasury Regulation Section 1.1295-1(g) and any other information reasonably required by a U.S. Investor to comply with any reporting or other requirements in connection with the QEF Election.
(c) The Company shall promptly provide the U.S. investors with written notice if it (or any of its Subsidiaries) becomes aware that it is a controlled foreign corporation as described in Section 957 of the Code (“CFC”). The Company shall, upon the reasonable request of a U.S. Investor, furnish on a timely basis all information requested by the Purchaser to satisfy its U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any Group Company’s classification as a CFC.
(d) The Company, upon a reasonable request, will comply and will cause its Subsidiaries to comply with all record-keeping, reporting, and other requests reasonably necessary for the Company and its Subsidiaries to allow any U.S. Inve...
U.S. Tax Covenants. With respect to each Investor who is a Major ▇▇▇▇▇▇, the Company represents, warrants and covenants to such Investor as follows:
U.S. Tax Covenants. 41.1 Not later than 90 days following the end of the Company’s taxable year, the Company shall provide the US Tax Investors a report, prepared by the Company’s US tax advisors, regarding the CFC status of the Company and any of its non-US Subsidiaries. If the Company or any of its non-US Subsidiaries is, in the reasonable opinion of the Company’s US tax advisors or a US Tax Investor, a CFC, the Company shall provide the US Tax Investors with a report setting out details of the aggregate amount of any income of each Group Company of a character that would be includible under section 951 (“Subpart F Income”) or section 951A (“GILTI”) of the Code in the gross income of “United States shareholders” within the meaning of section 951(b) of the Code. In addition, the Company shall provide the US Tax Investors with access to other information of each Group Company as may be required:
41.1.1 to verify the CFC status of the Company and its non-US Subsidiaries;
41.1.2 to verify the Company’s determination of its Subpart (F) Income and GILTI; and
41.1.3 to determine whether a US Tax Investor or a US Tax Investor’s Partners are required to include any amount of each Group Company’s undistributed earnings in their gross income for US federal income tax purposes. If the Company is, in the reasonable opinion of its US tax advisors or a US Tax Investor, a CFC, the Company shall use commercially reasonable efforts to avoid generating Subpart (F) Income.
41.2 The Company shall use commercially reasonable efforts to avoid being a PFIC for any taxable year in which the Company or a US Tax Investor reasonably expects a Group Company to have net earnings and profits. The Company shall, not later than 90 days following the end of each taxable year of the Company provide each US Tax Investor with an annual PFIC information statement in the form set out in Schedule 10, as well as any other information reasonably necessary for such US Tax Investor or a US Tax Investor’s Partners to make or maintain a “qualified electing fund” election pursuant to section 1295 of the Code with respect to its direct or indirect investment in the Company.
41.3 The Company will use commercially reasonable efforts to comply with all record-keeping, reporting, and other reasonable requirements necessary to comply with any applicable US tax law and to allow the US Tax Investors and each US Tax Investor’s Partners to comply with the applicable provisions of US tax law with respect to their direct or indirec...
U.S. Tax Covenants