Taxes on Gains Realized by the Non-Brazilian Tax Resident Sellers Sample Clauses

Taxes on Gains Realized by the Non-Brazilian Tax Resident Sellers. The Parties acknowledge and agree that the prevailing Brazilian Tax Laws (including Law No. 10,833 of December 29, 2003) require the Purchaser to withhold Taxes on any capital gain realized by the Non-Brazilian Tax Resident Sellers levied on the sale of their Shares after their conversion into a 4131 Investment. Accordingly, the Purchaser shall, prior to Closing, but on the Closing Date, withhold from the portion of the Upfront Amount to be paid to the Non-Brazilian Tax Resident Sellers any and all applicable income Taxes (including the Imposto de Renda Retido na Fonte – IRRF), pursuant to the applicable Brazilian Tax rate, and the Purchaser shall in turn pay any such income Taxes to the Brazilian Tax authorities on the same date. The same shall apply, mutatis mutandis, on each relevant date of payment or release to the Non-Brazilian Tax Resident Sellers of any portion of the Deferred Purchase Price or the Escrow Amount. For any such purpose, the Non-Brazilian Tax Resident Sellers shall provide the Purchaser, on the date immediately preceding the Closing Date or on the date immediately preceding the date of payment of any portion of the Deferred Purchase Price or the Escrow Amount, as applicable, and as a condition to the payment of such Taxes, with accurate information about the acquisition cost of the Non-Brazilian Tax Resident Sellers, as well as the calculation of the corresponding capital gain and the precise amount of the withholding income tax due as a result of such capital gain and all other information required to process payment. The Purchaser shall always pay, on behalf of the Non-Brazilian Tax Resident Sellers, the relevant income Taxes (including the Imposto de Renda Retido na Fonte – IRRF) based on such information. Accordingly, the Non-Brazilian Tax Resident Sellers acknowledge and accept that the Purchaser will rely solely on such information provided by the Non-Brazilian Tax Resident Sellers, and, in light of this, the Non-Brazilian Tax Resident Sellers hereby agree to hold the Purchaser harmless and indemnify the Purchaser from and against any and all Losses suffered by the Purchaser as a result of the Purchaser's reliance thereon, as set forth in Article 10.
Sample 1
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Related to Taxes on Gains Realized by the Non-Brazilian Tax Resident Sellers

  • Allocation of Taxable Income If any Fund delivers to its Auction Agent a notice in the form of Exhibit I to the Auction Agency Agreement designating all or a portion of any dividend on shares of any series of MuniPreferred of such Fund to consist of net capital gains or other income taxable for Federal income tax purposes, and BD is a Broker-Dealer for such series, such Auction Agent shall deliver such notice to BD on the Business Day following its receipt of such notice from such Fund. On or prior to the Auction Date referred to in such notice, BD will contact each of its customers that is a Beneficial Owner of shares of such series of MuniPreferred or a Potential Beneficial Owner of shares of such series of MuniPreferred interested in submitting an Order in the Auction to be held on such Auction Date, and BD will notify such Beneficial Owners and Potential Beneficial Owners of the contents of such notice. BD will be deemed to have notified such Beneficial Owners and Potential Beneficial Owners if, for each of them, (i) BD makes a reasonable effort to contact such Beneficial Owner or Potential Beneficial Owner by telephone, and (ii) upon failing to contact such Beneficial Owner or Potential Beneficial Owner by telephone BD mails written notification to such Beneficial Owner or Potential Beneficial Owner at the mailing address indicated in the account records of BD. The Auction Agent for any series of MuniPreferred shall be required to notify BD if it is a Broker-Dealer for such series within two Business Days after each Auction of such series that involves an allocation of income taxable for Federal income tax purposes as to the dollar amount per share of such taxable income and income exempt from Federal income taxation included in the related dividend.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

  • No Tax Allocation, Sharing The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

  • Net Termination Gains and Losses After giving effect to the special allocations set forth in Section 6.1(d), all items of income, gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss for such taxable period shall be allocated in the same manner as such Net Termination Gain or Net Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash provided under Sections 6.4 and 6.5 have been made; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.

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