Tax Structuring Clause Samples
The Tax Structuring clause defines how the parties will organize their transaction or relationship to achieve optimal tax outcomes. It typically outlines the agreed-upon methods for structuring payments, ownership, or asset transfers to minimize tax liabilities or comply with relevant tax laws. For example, it may specify the use of certain entities, jurisdictions, or transaction steps to ensure tax efficiency. The core function of this clause is to provide clarity and agreement on tax-related strategies, reducing the risk of unexpected tax consequences and disputes between the parties.
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Tax Structuring. (i) Each of the Parties shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code and (ii) Purchaser shall use its reasonable best efforts to cause the Domestication to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. None of the Parties shall (and each of the Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected to cause the Merger or the Domestication to fail to qualify, respectively, as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties intend to report and shall report, for federal income tax purposes, and shall not take any position inconsistent with (whether in audits, Tax Returns or otherwise) the treatment of, each of the Merger and the Domestication as a “reorganization” within the meaning of Section 368(a) of the Code. Each of the Parties agrees to use reasonable best efforts to promptly notify all other Parties of any challenge to the treatment described in this Section 5.11 by any Governmental Authority.
Tax Structuring. If Tenant is entitled to a Contingent Payment hereunder, Landlord shall reasonably cooperate with Tenant to minimize adverse tax consequences to Tenant in connection with such Contingent Payment, provided that (a) any efforts taken pursuant to the foregoing shall not economically disadvantage Landlord, (b) the Qualifying Capital Transaction shall not be delayed or affected by reason of the tax structuring, nor shall the consummation or accomplishment of the tax structuring be a condition precedent or condition subsequent to Tenant’s obligations under this Lease; (c) the tax structuring shall not affect or diminish Landlord’s rights under this Lease; (d) neither the Annual Fixed Rent nor the Additional Rent payable under this Lease by Tenant shall be reduced; and (e) Landlord shall not incur any out-of-pocket expense in facilitating the tax structuring for Tenant (other than for review of documents related to the tax structuring).
Tax Structuring. In due time following the Effective Date, and in any event no later than March 31, 2023, the Parent and SPAC shall use their reasonable best efforts to mitigate potential exposure for Taxes for SPAC, Parent and the Target. In particular, the Parent and SPAC shall jointly (a) decide on the place of SPAC’s place of effective management and tax residence immediately after Closing, (b) ensure that SPAC’s place of effective management and tax residence will be located and remain at the place as decided according to clause (a), and (c) arrange any tax rulings facilitating actions (a)-(b) without delay.
Tax Structuring. Throughout the Distribution Term, Primus and Distributor --------------- shall consult and work together to determine the most mutually tax-efficient structure for distribution of the Software within the Territory, and for payment of all fees to Primus.
Tax Structuring. Prior to June 30, 2017, Guardant shall provide SoftBank with a summary of proposed structuring alternatives for the formation and projected operation of the JV. Guardant and SoftBank agree to cooperate in good faith in reviewing the tax structuring alternatives and in determining a tax-efficient structure for the JV. In that regard, Guardant and SoftBank agree that a tax-efficient structure for the formation of the JV includes a tax structure for the JV that is reasonably expected to (i) minimize the cash tax cost to either party resulting from the formation of the JV and (ii) minimize the anticipated need for Tax Distributions to be made over time. To the extent reasonably necessary to assist in the tax structuring review, each party will provide the other party with such information as reasonably requested to assess the material projected U.S. federal, state, local and foreign tax consequences to each party of the formation and projected operation of the JV.
Tax Structuring. The Company shall provide written notice to the Parties at least forty-five days prior to (i) any initial public offering of any Group Company or (ii) any distribution of cash by the Company to the Investors. During the 30 day period after such notice has been provided, the Group Companies agree to cooperate in good faith with the Parties, and to consider such actions as may be reasonably requested by the Parties, to minimize any material adverse U.S. federal income tax consequences that may arise to the Parties, or any direct or indirect owner of the Parties, with respect to such transaction (including, if requested by Parties, filing a U.S. Internal Revenue Service Form 8832 with respect to the Company or one or more of the Group Companies). The Group Companies shall be entitled to obtain advice from an internationally recognised accounting firm in order to determine whether such action may have a material adverse effect on the Group Companies, or any of the Parties.
Tax Structuring. In due time following the Closing, and in any event no later than before the end of the calendar year 2021, the ML Parties and the Investor shall use their reasonable best efforts to undertake all reasonable measures to structure the Investor’s shareholding in the Company in a tax efficient way and to mitigate potential exposure for Taxes for both, the Investor and the Company. In particular, the ML Parties and the Investor shall jointly (a) decide on the place of the Investor’s place of effective management and tax residence immediately after Closing, (b) ensure that the Investor’s place of effective management and tax residence will be located and remain at the place as decided according to clause (a), (c) ensure that the Company’s place of effective management and tax residence is and remains in Switzerland, (d) implement all reasonable measures to minimize the likelihood that the Company’s earnings become subject to any actual or deferred Swiss dividend withholding tax exposure, (e) implement all reasonable measures to prevent the Company and the Investor from becoming Swiss securities dealers for the purposes of the Swiss federal securities transfer tax, and (f) arrange any tax rulings facilitating actions (a)-(e) without delay.
Tax Structuring. Prior to the Closing, Buyer and Sellers will cooperate in good faith to consider such structures and actions that may be taken by the Company Group Members following the Closing as may be necessary to permit for the repatriation of cash from any non-U.S. Company Group Member or any Company Group Member that is treated as a domestic corporation for U.S. federal income Tax purposes to be effected in a Tax efficient manner following the Closing. The Parties agree that, immediately following the Closing, approximately $60 million of cash shall remain at Dynisco Parent, Inc. or one or more of its Subsidiaries).
Tax Structuring. On or prior to the Effective Date, the Executive shall have the opportunity to consult with a tax advisor regarding the Loan (as defined below), the Option and the arrangements ancillary thereto and the Company agrees to restructure the Loan, the Option and such ancillary arrangements in a manner that (i) preserves the underlying economic arrangements of such agreements and arrangements and (ii) provides Executive with the most beneficial tax consequences for such agreements and arrangements; provided, however, that the Company shall not be required to restructure the Loan.
Tax Structuring. In due time following the Closing, and in any event no later than before the end of the calendar year 2022, the ZB Companies and SPAC shall use their reasonable best efforts to undertake all reasonable measures to structure SPAC’s shareholding in the Company in a tax efficient way and to mitigate potential exposure for Taxes for both, SPAC and the Company. In particular, the ZB Companies and SPAC shall jointly (a) decide on the place of SPAC’s place of effective management and tax residence immediately after Closing, (b) ensure that SPAC’s place of effective management and tax residence will be located and remain at the place as decided according to clause (a), and (c) arrange any tax rulings facilitating actions (a)-(b) without delay.