Tax Indemnity Share Purchase Agreement


A tax unit for VAT purposes will also lead to companies being considered as a single taxable entity for VAT purposes. Like a corporate tax unit, VAT due for a value-added tax unit is usually paid by a designated company (for example. B the parent company). If the Dutch tax authorities adopt a written decision on the existence of the tax unit and vat is underpaid, all the combined companies are jointly responsible for all VAT commitments for the period during which they were considered included in the tax unit. This secondary liability should be covered by tax compensation in the G.S.O. Although the VAT tax unit is likely to be closed due to a breach of related obligations, secondary liability will continue to grow until the Dutch tax authorities are informed in writing of the change in the tax unit. The Dutch tax authorities should therefore be informed of the modification of a vat group as soon as it closes. Notwithstanding general communications, it is advisable to include this obligation in the G.S.O. A tax notice provides for situations in which the seller`s liability for the company`s underpaid tax may be triggered, for example.B. in the event of a tax check with the company that covers certain taxes or tax matters or a challenge to the amount of tax not paid by a tax authority or the refusal of a tax authority to grant a refund of VAT to the company. Etc. When a SPA is accompanied by a tax deed, it is clearly indicated, in the event of a particular event, how it should be managed and how parties should cooperate when a tax dispute arises with the tax authorities, for example. B which of the parties will settle the dispute.

The other issues agreed in a tax deed may be to keep the other party informed of the status of any case that may influence its financial accounts related to tax guarantees, provisions relating to the acquisition and counting of the costs of these cases, or formal appeal decisions. In addition, the parties may decide to include a compensation clause in a tax notice and not the associated GSB. The terms „guarantees“ „representations“ and allowances are often used when selling assets or selling shares.

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