M&A Boot Camp booklet 2023 - Flipbook - Page 117
(f) Tax Holidays. There are no (and there have never been any) Tax exemptions, Tax holidays or other Tax reduction agreements or
arrangements applicable to the Company.
(g) Net Operating Losses. Part 2.14(g) of the Disclosure Schedule sets forth each “testing date” as defined by Treas. Reg.
Section 1.382-2(a)(4) and the name and stock ownership of each “5-percent shareholder” as defined by Treas. Reg. Section 1.382-2T(g). For
the avoidance of doubt, for the purposes of determining the identity and stock ownership of a 5-percent shareholder to the Knowledge of
the Company, the constructive ownership rules of Treas. Reg. Section 1.382-2T(h) have been applied, and the operating rules of Treas. Reg.
Section 1.382-2T(k) have been observed.
(h) Adjustment in Taxable Income. The Company is not currently, and the Company will not for any period for which a Tax Return has
not been filed be, required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or
263A of the Code (or any comparable provision under state, local or foreign Tax laws) as a result of transactions, events or accounting
methods employed prior to the Merger.
(i) Penalties. The Company has disclosed on its Tax Returns any Tax reporting position taken in any Tax Return which could result in
the imposition of penalties under Section 6662 of the Code (or any comparable provisions of state, local or foreign law).
(j) Tax Shelter and Listed Transactions. The Company has not consummated or participated in, and the Company is not currently
participating in, any transaction which was or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury
Regulations promulgated thereunder. The Company has not participated in, and is not currently participating in, a “Listed Transaction” or a
“Reportable Transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction
requiring disclosure under a corresponding or similar provision of state, local, or foreign law.
(k) Transferee or Successor Tax Liability. The Company does not have any Liability for the Taxes of any Person under Section 1.1502-6
of the Treasury Regulations (or any similar provision of state, local or foreign law) as a transferee or successor, by Contract or otherwise.
(l) Dual Consolidated Loss. The Company has not incurred a dual consolidated loss within the meaning of Section 1503 of the Code.
(m) Foreign Tax. The Company has in its possession official foreign government receipts for any Taxes paid by it to any foreign Tax
Authorities.
(n) FIRPTA. The Company is not (and the Company has never been) a “United States real property holding corporation” within the
meaning of Section 897 of the Code, and the Company has filed with the Internal Revenue Service all statements, if any, which are required
under Section 1.897-2(h) of the Treasury Regulations.
(o) Withholdings. The Company has complied with all applicable Legal Requirements relating to the payment, reporting and
withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445 and 1446 of the Code or similar provisions under
any foreign law), has, within the time and in the manner prescribed by law, withheld from employee wages or consulting compensation and
timely paid over to the proper governmental authorities (or is properly holding for such timely payment) all amounts required to be so
withheld and paid over under all applicable Legal Requirements, including federal and state income Taxes, Federal Insurance Contribution
Act, Medicare, Federal Unemployment Tax Act, relevant state income and employment Tax withholding laws, and has timely filed all
withholding Tax Returns, for all periods.
27.