Tax Consequence Clause Samples
A Tax Consequence clause defines how the parties will address any tax implications arising from the agreement or specific transactions within it. This clause typically outlines which party is responsible for paying taxes, how tax liabilities are calculated, and may require parties to cooperate in providing necessary documentation for tax filings. Its core function is to allocate responsibility for tax payments and compliance, thereby preventing disputes and ensuring that tax obligations are clearly understood and managed between the parties.
Tax Consequence. This Trust Agreement is entered into and Employer contributions are made with the intent, condition and understanding that contributions made by an Employer to the Trust or to the account thereof are legally deductible by the Employer for federal income tax purposes, are not subject to federal, Social Security or withholding tax, do not constitute a portion of the “Regular Rate” under the Fair Labor Standards Act and are not taxable to any Employee as compensation.
Tax Consequence. It is intended that the Merger constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Parties hereto agree to treat the Merger consistently with this intention for all purposes at all times prior to and following the Closing, unless required to do otherwise by law.
Tax Consequence. Except as otherwise specifically provided in this Agreement, the Company will have no obligation to any person entitled to the benefits of this Agreement with respect to any tax obligation any such person incurs as a result of or attributable to this Agreement, including all supplemental agreements and employee benefits plans incorporated by reference therein, or arising from any payments made or to be made under this Agreement or thereunder.
Tax Consequence. For federal income tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368 of the Code. The Parties to this Agreement adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Tax Consequence. The Parties hereby agree and acknowledge that for U.S. federal (and applicable state and local) income tax purposes, it is intended that (a) the First Merger qualifies as a “reorganization” described in Section 368(a)(1)(F) of the Code, (b) the SPAC Class B Ordinary Share Conversion qualifies as a “reorganization” described in Section 368(a)(1)(E) of the Code, (c) the Second Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and/or , to the extent that the relevant transferors have “control” (as defined in Section 368(c) of the Code) with respect to PubCo, as a contribution governed by Section 351 of the Code, and (d) this Agreement constitute, and hereby is adopted, as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder (collectively, the “Intended Tax Treatment”).
Tax Consequence. For federal income tax purposes, this transaction is intended to constitute a "reorganization" within the meaning of Section 368 of the Internal Revenue Code, and the parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of LNPI, LNPI Shareholder, the Company, or Company Shareholders have taken or failed to take, and after the Closing Date, LNPI shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.
Tax Consequence. (a) The parties intend that each of the Merger, the Operating Company Merger and the LCE Intermediate Holdings Merger qualify as a “reorganization” under Section 368(a) of the Code. With respect to each of the Merger, the Operating Company Merger and the LCE Intermediate Holdings Merger, each of the parties hereto adopts this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) and agrees to cooperate in order to qualify the transactions as reorganizations, and to report each of the Merger, the Operating Company Merger and the LCE Intermediate Holdings Merger for federal and state income tax purposes in a manner consistent with such characterization.
(b) The parties intend that each of the LCE Intermediate Holdings Merger and the LCE Holdco Merger qualify as a complete liquidation of a subsidiary under Section 332 of the Code. Each of the parties hereto adopts this Agreement as a “plan of liquidation” with respect to each of the LCE Intermediate Holdings Merger and the LCE Holdco Merger within the meaning of Section 332(b) of the Code and Treasury Regulations Section 1.332-6 and agrees to cooperate in order to qualify the transactions as liquidations, and to report each of the LCE Intermediate Holdings Merger and the LCE Holdco Merger for federal and state income tax purposes in a manner consistent with such characterization.
Tax Consequence. Participant understands and acknowledges that it may experience adverse federal, state, and/or local tax consequences resulting from or related to the performance of this Agreement. Participant acknowledges and agrees that Agency and City are in no manner responsible or liable for any of Participant’s federal, state, or local tax liabilities arising out of, or in any way related to, this Agreement.
Tax Consequence. This Trust Agreement is entered into and Employer contributions are madewiththeintent, condition andunderstanding thatcontributions madebyan Employer to theTrust or to theaccountthereof arelegallydeductible bythe Employer for federal income taxpurposes, arenot subject tofederal, Social Security or withholdingtax, donotconstitutea portionof the “Regular Rate” under the Fair Labor Standards Actandare not taxable to any Employeeascompensation.
Tax Consequence. The Subscriber understands that the discussions of the tax consequences arising from an investment in the Company as set forth in the Memorandum are general in nature and that the tax consequences to the Subscriber of an investment in the Company depends on the Subscriber's individual circumstances. The Subscriber has obtained, from the Subscriber's Advisor(s) or otherwise, any tax advice deemed appropriate by the Subscriber.