French Tax Clause Samples
The French Tax clause defines how taxes imposed by French authorities are handled within the context of a contract. Typically, it specifies which party is responsible for paying French taxes related to the transaction, such as value-added tax (VAT) or withholding taxes, and may outline procedures for tax documentation or reimbursement if one party is required to pay taxes on behalf of the other. This clause ensures clarity and prevents disputes by allocating tax liabilities and compliance obligations between the parties, thereby reducing the risk of unexpected financial burdens.
French Tax. The execution of this Agreement, the issuance, purchase or sale of the Securities shall not give rise, under current legislation, to the payment in France of any registration or other transfer taxes or duties (other than the droit fixe provided for by Article 680 of the French Code general des impôts, the non-payment of which shall not affect the validity of this Agreement or the Securities).
French Tax. The parties understand that, as provided for in Article 719 of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code and without limitation, the portion of the French Purchase Price determined in clause 3.2 for (i) the intangible assets referred to in clause 2.2(a), 2.2(b), 2.2(c), 2.2(d), 2.2(g), 2.2(h) and 2.2(i) above and (ii) the tangible assets referred to in clause 2.2(e) and 2.2(f) above, will be subject to the payment of registration duties equal to:
(a) 3 per cent. for such portion of the French Purchase Price between EUR 23,000 and EUR 200,000 (or the market value, if higher); and
(b) 5 per cent. for such portion of the French Purchase Price exceeding EUR 200,000 (or the market value, if higher). In addition, the portion of the French Purchase Price as determined in clause 3.2 for any French patent transferred as part of this Agreement will be subject to a fixed registration fee of EUR 125, as provided for in Article 731 of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code. The portion of the French Purchase Price as determined in clause 3.2 for the Inventory referred to in clause 2.2(i) above, will be exempt from French registration duties. The Buyer undertakes (for itself and on behalf of any Nominated Buyer Company, as applicable) to pay all the registration duties and fees due on the transfer of the Assets as required by the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code in accordance with the Purchase Price allocation set out in Schedule 2. The Buyer shall (or shall procure that the relevant Nominated Buyer Company shall) provide confirmation of the payment of any such registration duties and fees and a copy of any filings or returns relating to the same to the Seller within five (5) days after the payment of any such duties or fees and the filing of any such return. The Seller shall within ten (10) Business Days of notification by the Buyer pay to the Buyer an amount equal to any Loss which the Buyer or any Nominated Buyer Company incurs for or on account of corporation tax, income tax or special training tax imposed by the Republic of France on the Buyer or any Nominated Buyer Company under Article 1684 of the French Tax Code in relation to the period ending on the last day of the fiscal year during which any relevant transfer of the Assets and Business occurs and the preceding fiscal year, which is the primary, joint or several liability of the Seller or any Relevant Seller’s Group Company.