U.S. Tax Considerations Clause Samples
The U.S. Tax Considerations clause outlines the tax implications and responsibilities that arise under U.S. law in connection with the agreement. It typically addresses how payments, withholdings, or reporting obligations will be handled to comply with federal, state, or local tax requirements, and may specify which party is responsible for certain tax filings or liabilities. This clause ensures that both parties are aware of and allocate tax-related risks appropriately, helping to prevent misunderstandings or disputes regarding tax obligations.
U.S. Tax Considerations. Mylan shall indemnify, defend and hold Momenta harmless from any and all liabilities, claims and losses with respect of U.S. federal, state or local income or withholding taxes attributable to any amounts payable to (or allocable to) Mylan under this Agreement.
U.S. Tax Considerations. 1. The parties hereto agree as follows:
(a) Dale▇▇ ▇▇ the authorized representative of Dale▇▇ ▇▇▇ada for purposes of making elections for U.S. federal tax purposes.
(b) The Inlogic Shareholders will receive interests in Dale▇▇ Canada that are recognized as ownership interests under Canadian law. However, none of the parties intend that Dale▇▇ Canada will be treated as a partnership for U.S. tax purposes. If the U.S. tax authorities conclude that Dale▇▇ ▇▇▇ada is a partnership owned by the Inlogic Shareholders and Dale▇▇, ▇▇e parties intend that the provisions contained in this addendum will apply to that partnership and to them as members (Members) of that partnership for U.S. tax purposes.
(i) Except as otherwise provided in the paragraphs below, all income, gain, loss, deduction, and credit of partnership will be allocated to Dale▇▇ ▇▇ the holder, for U.S. tax purposes, of an interest in Dale▇▇ ▇▇▇ada.
(ii) In accordance with Internal Revenue Code Section 704(c) and the regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of Dale▇▇ ▇▇▇ada shall, solely for U.S. income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to Dale▇▇ ▇▇▇ada for U.S. income tax purposes and its fair market value at the time of contribution. Allocations pursuant to this section are solely for U.S. tax purposes and shall not affect, or in any way be taken into account in computing, any Member's share of net profit, loss, or distributions.
(iii) Holders will be allocated income equal to the fair market value of any cash or other property distributed to them by Dale▇▇ ▇▇▇ada pursuant to Article 3 of the Exchangeable Share Provisions as a result of a dividend declared by Dale▇▇.
▇. Dale▇▇ ▇▇▇ees to indemnify and hold harmless the Inlogic Shareholders in the event they incur any liability or suffer any Damages as a result of the agreement set forth in Section 11.15(1).
U.S. Tax Considerations. The Company and the Purchaser agree, unless otherwise required by a change in law or by the Internal Revenue Service or other governmental authority following an audit or examination, (i) to treat the Notes as having been issued with original issue discount for U.S. federal income tax purposes, (ii) to treat the Notes and the Warrants as having been issued as an “investment unit” within the meaning of Section 1273(c)(2) of the Code, and, correspondingly, the Notes as having been issued with additional original issue discount for U.S. federal income tax purposes to the extent of the fair market value of the Warrants at the time of the issuance thereof, (iii) that the Company and the Purchaser will cooperate in good faith to agree on the allocation of the issue price of the investment unit consisting of the Notes and the Warrants within thirty (30) days after the Closing, and (iv) not to file any tax return inconsistent with the foregoing.
U.S. Tax Considerations