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Stock Purchase Agreement Tax Clause

Book Publication Date: Oct 2013
Description: Stock purchase agreements may contain extensive representations and warranties regarding tax liabilities. However, sellers will want to ensure that buyers only have recourse for breach of tax representations that occur prior to the closing date. The sample clause included here clearly limits tax liabilities to the pre-closing period.
Type: Contract Clauses
PLI Item #: 60078
Practice Area: Corporate law, Corporate tax, Mergers and acquisitions, Partnership tax, Tax, Tax shelters, Taxable acquisitions

Keywords: "stock purchase agreement"; tax; "tax representations"; "closing date"; buyer; seller; indemnity; "representations and warranties"; "tax position"; "mergers and acquisitions"; "M&A"; target; "tax period"

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