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. 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, 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. It is acknowledged and agreed by GOOD and the CITY that neither the CITY nor its attorneys have expressed any opinions or made any representations concerning any tax consequences associated with the Severance Payment and payment for health insurance and education costs described above, and that GOOD has had the benefit of, or the opportunity to, seek advice from his own counsel or other advisors. The CITY will provide GOOD with a Federal 1099 W-2 tax form reflecting the total amount of the payment set forth in paragraph 5. GOOD also agrees that if any form of tax or penalty is imposed on him as a result of any and/or all of the total Severance Payment and/or health insurance payments, education costs and/or because no withholdings or deductions were made concerning certain portions of the total Severance Payment and/or health insurance payments paid to GOOD, and/or education costs, he will be solely responsible for, and will pay, for any such tax or penalty. GOOD will also indemnify, defend and hold the CITY harmless from any tax claims (including without limitation, fines, penalties, interest, attorney’s fees and costs) made by any governmental entity relating to the payments set forth herein by the CITY to GOOD.
Tax Consequence. The Purchaser has obtained, from the Purchaser's Advisor(s) or otherwise, any tax advice deemed appropriate by the Purchaser.
Tax Consequence. It is intended that the Merger constitute a taxable sale of assets and liquidation of the Company under 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. Prior to the Effective Time, the following will occur: Parent will create a wholly-owned subsidiary ("S1") which will create two wholly-owned subsidiaries ("S2" and "S3"); Parent will contribute the stock of Merger Sub to S1; and Parent will cause S1 to contribute 50% of the stock of Merger Sub to each of S2 and S3.
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.
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. Neither Wavetek nor WG shall take or cause to be taken any action, whether before or after the Effective Time, which would disqualify the Exchange for a step up in the U.S. tax basis of the Exchange within the meaning of Section 338 of the Code.