Tax commitments. It should be noted that the two UCIs in question are exempt from corporation tax pursuant to Article 208-1 A bis of the Xxxxxx Xxxxxxx Tax Code. They will therefore place this merger under the tax regime provided for in Articles 115 A, 210 A to 000 X, 000 and 832 of the Xxxxxx Xxxxxxx Tax Code. In accordance with the regulations in force, on the date this merger agreement was entered into, the tax regime governing natural persons and legal entities would be as follows: Taxation applicable to natural persons resident in France – excluding shares held in an equity savings plan (plan d'épargne en actions or PEA): Shareholders or unitholders – natural persons resident in France – benefit from the tax deferral regime: The exchange does not form part of the capital gains calculation for income tax purposes in respect of the year of the exchange. The realised capital gain or loss is calculated only when the securities received at the exchange are sold or redeemed later by reference to the cost price of the shares or units of the Absorbed Fund. Taxation of resident corporate entities: Shareholders – legal entities subject to corporation tax or legal entities subject to income tax if taxed under a BIC (Bénéfices Industriels et Commerciaux) or BA (Bénéfices Agricole) regime – of the Absorbed Fund who make a loss or profit on the exchange transaction must report this under the provisions of Article 38-5 bis.
Tax commitments. All Transfer Taxes resulting from any transaction affected by or under this Agreement shall be borne by the Party responsible for the payment of such taxes under the Applicable Law. Telefónica and FrHolding108 shall cooperate with each other in a timely manner with respect to preparing and making all filings, returns and reports as may be required to comply with any Applicable Law in connection with the payment of the Transfer Taxes.
2.4.1. FrHolding108 and Telefónica hereby acknowledge and agree that FrHolding108 might incur taxable capital gains in Brazil as a result of the Transaction (“Swap Capital Gain”). In case there is Swap Capital Gain, Telefónica hereby undertakes to make its attorney-in fact duly enrolled with the Brazilian Revenue Service pay through SP Telecomunicações Participações Ltda. (“SP Telecom”) as its paying agent, pursuant to the provisions of article 26 of Law 10,833/03, the amount of the Brazilian Imposto xx Xxxxx xx Xxxxx sobre Ganho de Capital (Withholding income tax on the Swap Capital Gain) (“Swap Income Tax Amount”) to the applicable tax authorities, pursuant to the calculation to be delivered by FrHolding108 to Telefónica on the Closing Date and following the computation method agreed as set forth in the spreadsheet attached to this letter as Annex I. This calculation will be based on the Telefónica stock price at the closing of the Madrid stock market on the Closing Date and shall indicate the Swap Income Tax Amount in BRL, as a result of the conversion of the amounts assessed in EUR to BRL based on the highest of the following exchange rates: (a) the exchange rate for selling released by the Central Bank of Brazil as of the second Business Day prior to the Closing Date; and (b) the exchange rate for selling released by the Central Bank of Brazil on the Closing Date.
2.4.2. FrHolding108 hereby undertakes to, 2 (two) Business Day before the Closing Date, estimate the amount of the Swap Income Tax Amount (“Preliminary Estimated Income Tax Amount”) according to the premises described in Article 2.4.3 below.
2.4.3. The Preliminary Estimated Income Tax Amount shall be based on the Telefónica stock price at the closing of the Madrid stock market on the second Business Day prior to the Closing Date and be assessed in Brazilian currency (“BRL”), as a result of the conversion of the amounts of the Swap Capital Gain assessed in Euro (“EUR”) to BRL based on the foreign exchange “PTAX” rate for selling (“PTAX – sale rate”) released by t...
Tax commitments. It should be noted that the two UCIs in question are exempt from corporation tax pursuant to Article 208-1 A bis of the Xxxxxx Xxxxxxx Tax Code. They will therefore place this merger under the tax regime provided for in Articles 115 A, 210 A to 210 C, 816, and 832 of the Xxxxxx Xxxxxxx Tax Code. In accordance with the regulations in force, on the date this merger agreement is entered into, the tax regime governing natural persons and legal entities would be as follows: Taxation applicable to natural persons resident in France – excluding shares held in an equity savings plan (plan d'épargne en actions or PEA): Shareholders or unitholders – natural persons resident in France – benefit from the tax deferral regime: The exchange does not form part of the capital gains calculation for income tax purposes in respect of the year of the exchange. The realised capital gain or loss shall only be calculated upon the subsequent sale or redemption of the securities received for the exchange by reference to the cost price of the units or shares of the Absorbed Sub-fund. Taxation of resident legal entities: Shareholders – legal entities - subject to corporation tax or legal entities subject to income tax if taxed under a BIC (Bénéfices Industriels et Commerciaux) or BA (Bénéfices Agricoles) regime – of the Absorbed Sub-fund who make a loss or profit on the exchange transaction must report this under the provisions of Article 38-5 bis.
