Modified Tax Provisions Clause Samples
The Modified Tax Provisions clause sets out specific terms that alter the standard tax obligations or responsibilities between the parties in a contract. Typically, this clause may address how taxes such as sales, use, or value-added taxes are allocated, or clarify which party is responsible for withholding or remitting certain taxes. For example, it might specify that one party will bear all taxes related to the transaction, or that tax liabilities will be shared in a particular manner. The core function of this clause is to prevent disputes and ensure clarity regarding tax responsibilities, thereby reducing the risk of unexpected tax liabilities for either party.
Modified Tax Provisions. Party B’s obligations under Section 2(d)(i) of this Agreement shall be limited to complying with clauses (1), (2) and (3) thereof and Party B shall not be obligated to pay any amount owing by it under clause (4).
Modified Tax Provisions. (i) Party A’s obligation under Section 2(d)(i)(4) of this Agreement shall apply whether or not a Tax is an Indemnifiable Tax, and for that purpose the definition of “Indemnifiable Tax” is hereby amended to mean any Tax assessed against Party A for any amount payable to Party B under or in connection with this Agreement.
(ii) Party B’s obligations under Section 2(d)(i) of this Agreement shall be limited to complying with clauses (1), (2) and (3) thereof at any time any of Party B’s obligations in respect of the “Certificates” under the Pooling and Servicing Agreement remain outstanding and Party B shall not be obligated to pay any amount under clause (4) thereof until all such obligations in respect of such “Certificates” have been paid in full.
(iii) Notwithstanding any contrary provision in this Agreement, Party A may not designate an Early Termination Date in respect of any Tax Event or Tax Event Upon Merger, and Party A’s sole remedy in respect thereof shall be to make a Permitted Transfer (as defined below).
Modified Tax Provisions. Notwithstanding any contrary provision in this Agreement, Party A may not designate an Early Termination Date in respect of any Tax Event or Tax Event Upon Merger, and Party A's sole remedy in respect thereof shall be to make a Permitted Transfer.
Modified Tax Provisions. Party A's obligation under Section 2(d)(i)(4) of this Agreement shall apply whether or not a Tax is an Indemnifiable Tax, and for that purpose the definition of "Indemnifiable Tax" is hereby amended to mean any Tax assessed against Party A for any amount payable to Party B under or in connection with this Agreement.