PRC Taxes. Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, including the risk factor set forth in “Risk Factors— We may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders,” no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in China, Hong Kong or the Cayman Islands to any Chinese, Hong Kong or Cayman Islands taxing authority in connection with (A) the issuance, sale and delivery of the Securities to or for the account of the purchasers, and (B) the purchase from the Company and the sale and delivery of the Securities to purchasers thereof.
PRC Taxes. Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, including the risk factor set forth in “Risk Factors— Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders,” no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in China, Hong Kong or the British Virgin Islands to any Chinese, Hong Kong or British Virgin Islands taxing authority in connection with (A) the issuance, sale and delivery of the Shares to or for the account of the purchasers, and (B) the purchase from the Company and the sale and delivery of the Shares to purchasers thereof.
PRC Taxes. The Company has filed all PRC national, provincial, local or foreign tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect, except as set forth in the Disclosure Materials and the Prospectus (exclusive of any supplement thereto)) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, other than those for which adequate reserves have been provided. Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, including the risk factor set forth in “Risk Factors— Under the EIT Law, we and/or Sxxxxx HK may be classified as a ‘‘resident enterprise’’ of the PRC,” no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in China, Hong Kong or the Cayman Islands to any Chinese, Hong Kong or Cayman Islands taxing authority in connection with (A) the issuance, sale and delivery of the Ordinary Shares represented by the ADSs, the issuance of the Securities by the Depositary, and the delivery of the Securities to or for the account of the purchasers, (B) the purchase from the Company and the sale and delivery of the Securities to purchasers thereof, (C) the deposit of the Ordinary Shares with the Depositary and the Custodian (as defined in the Deposit Agreement) and the issuance and delivery of the ADSs, or (D) the execution and delivery of this Agreement by the Underwriters or the Deposit Agreement.
PRC Taxes. Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, including the risk factor set forth in “Risk Factors— If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders,” no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in China, Hong Kong, British Virgin Islands or the Cayman Islands to any Chinese, Hong Kong, British Virgin Islands or Cayman Islands taxing authority in connection with (A) the issuance, sale and delivery of the Securities to or for the account of the purchasers, and (B) the purchase from the Company and the sale and delivery of the Securities to purchasers thereof.
PRC Taxes. Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, including the risk factor set forth in “Risk Factors— If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders,” no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in China, Hong Kong or the Cayman Islands to any Chinese, Hong Kong or Cayman Islands taxing authority in connection with (A) the issuance, sale and delivery of the Ordinary Shares represented by the ADSs, the issuance of the Securities by the Depositary, and the delivery of the Securities to or for the account of the purchasers, (B) the purchase from the Company and the sale and delivery of the Securities to purchasers thereof, (C) the deposit of the Ordinary Shares with the Depositary and the Custodian (as defined in the Deposit Agreement) and the issuance and delivery of the ADSs, or (D) the execution and delivery of this Agreement by the Underwriter or the Deposit Agreement.
PRC Taxes. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable to any PRC taxing authority in connection with (A) the issuance, sale and issue of the Public Securities and the Representative’s Securities, (B) the subscribe for from the Company and the sale and issue of the Public Securities to subscribers thereof, or (C) the execution and issue of this Agreement by the Underwriters.
PRC Taxes. (A) The PRC tax laws and regulations applicable to the activities of the Company, the Subsidiaries and the PRC Subsidiaries in the PRC (including regulatory fees, capital gain, income, sales, withholding or other taxes and stamp or other issuance or transfer taxes or duties to which the Company or the Subsidiaries may become subject due to the conduct of activities in the PRC) are assessed or apply to the Company, the Subsidiaries and the PRC Subsidiaries in substantially the same manner as are currently applicable to any enterprise engaging in the similar business and activities in the PRC and (B) there are no material PRC fees or taxes that are or will become applicable to the Company, the Subsidiaries and the PRC Subsidiaries as a consequence of completion of the Offering that have not been described in the Prospectus.
PRC Taxes. No stamp or other issuance or transfer taxes or duties and --------- no capital gains, income, withholding or other taxes are payable by or on behalf of Avanex to the PRC or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery and performance of this Agreement.
PRC Taxes. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, including the risk factor set forth in “Risk Factors— If the Company is classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to the Company and its non-PRC shareholders,” no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in the PRC to any PRC taxing authority in connection with (A) the issuance, sale and delivery of the Shares to or for the account of the purchasers, and (B) the purchase from the Company and the sale and delivery of the Shares to purchasers thereof.
PRC Taxes. Notwithstanding any provisions in this Agreement to the contrary, Seller shall provide the Buyers with Tax advice issued by a reputable firm of tax practitioners and in form and substance acceptable to Buyers confirming that no PRC Tax is payable under Bulletin 7 with respect to the transactions contemplated hereby. Seller undertakes to fully indemnify and hold harmless the Buyers and their Affiliates (and any of their respective directors, officers and employees) against all PRC Taxes, interests and penalties paid by, or other losses, costs and expenses (including attorney fees) incurred by, Buyers and their Affiliates (and any of their respective directors, officers and employees) arising out of the failure by Seller to fully comply with Seller’s obligations to pay PRC Taxes, or the Buyers or their Affiliates refraining from making a voluntary filing under Bulletin 7 or other applicable PRC Tax laws, or the Buyers and their Affiliates complying with the proviso that immediately follows; provided that, to the extent permissible under applicable Laws, Buyers shall inform Seller immediately after they (or any of their Affiliates) are contacted by the PRC Tax authority regarding the transactions contemplated hereby and Buyers (and their Affiliates) do not communicate any information regarding the transactions contemplated hereby to the PRC Tax authority without prior written consent of Seller. Seller’s indemnification obligations under this Section 5.11 shall only terminate upon the expiration of the corresponding statute of limitation under PRC Tax laws and regulations plus a period of sixty (60) days, except in respect of any claim for which notice is given to Seller before the relevant date of expiration.
