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Tax Funding Agreement
"I need a Tax Funding Agreement for a Nigerian oil and gas corporate group with 5 subsidiaries, including specific provisions for petroleum profits tax and mechanisms for quarterly tax funding payments starting from March 2025."
1. Parties: Identification of the parties entering into the agreement, typically including the tax funding entity and the taxpayer entities
2. Background: Context of the agreement, including the group structure and purpose of the tax funding arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Tax Funding Obligations: Core obligations regarding the funding of tax liabilities, including payment mechanisms and timing
5. Calculation of Tax Liabilities: Methodology for calculating tax amounts to be funded
6. Payment Terms: Specific terms regarding the timing, method, and currency of payments
7. Records and Accounting: Requirements for maintaining appropriate tax and accounting records
8. Representations and Warranties: Standard warranties regarding capacity, authority, and tax compliance
9. Confidentiality: Provisions protecting confidential information of all parties
10. Default and Remedies: Consequences of failing to meet obligations under the agreement
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Dispute Resolution: Procedures for resolving disputes between parties
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tax Consolidation: Required if the agreement relates to a consolidated group structure for tax purposes
2. International Tax Provisions: Required if any party has international tax obligations or cross-border implications
3. Security Arrangements: Optional section for when security is required for tax funding obligations
4. Tax Indemnities: Additional indemnities section required for complex group structures or high-risk arrangements
5. Force Majeure: Optional provisions for unforeseen circumstances affecting tax obligations
6. Step-in Rights: Optional provisions allowing funders to step in and manage tax affairs in specific circumstances
1. Schedule 1 - Calculation Methodology: Detailed methodology for calculating tax funding amounts
2. Schedule 2 - Payment Procedures: Specific procedures and timelines for making tax funding payments
3. Schedule 3 - Participating Entities: List of all entities covered by the tax funding arrangement
4. Schedule 4 - Forms and Notices: Standard forms for tax funding requests and notifications
5. Schedule 5 - Compliance Requirements: Specific Nigerian tax compliance requirements relevant to the agreement
6. Appendix A - Power of Attorney: If required, standard form of power of attorney for tax matters
7. Appendix B - Tax Calendar: Calendar of key tax payment and filing dates
Authors
Actual Tax Liability
Applicable Law
Assessment
Business Day
CITA
Companies Income Tax
Completion Date
Confidential Information
Default Interest Rate
Due Date
Effective Date
Estimated Tax Liability
Federal Inland Revenue Service
FIRS
Financial Year
Force Majeure Event
Funding Amount
Funding Notice
Governing Law
Group
Group Entity
Head Company
Indirect Tax
Interest
Loss
Material Adverse Effect
Nigerian Tax Law
Notice
Parent Company
Party/Parties
Payment Date
Payment Method
Permitted Purpose
Quarter
Related Entity
Relevant Tax Amount
Security Interest
Stamp Duty
Subsidiary
Tax
Tax Assessment
Tax Authority
Tax Benefit
Tax Consolidation
Tax Filing
Tax Funding Amount
Tax Indemnity
Tax Law
Tax Liability
Tax Loss
Tax Payment
Tax Period
Tax Records
Tax Reference Number
Tax Return
Tax Year
Taxable Income
Term
Territory
VAT
Working Capital
Interpretation
Tax Funding Obligations
Payment Terms
Calculation Methods
Tax Compliance
Record Keeping
Reporting Requirements
Representations and Warranties
Confidentiality
Default
Remedies
Security
Force Majeure
Indemnification
Tax Administration
Payment Mechanics
Interest Provisions
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Notices
Amendment
Entire Agreement
Severability
Third Party Rights
Waiver
Further Assurance
Counterparts
Term and Termination
Tax Records Access
Audit Rights
Information Sharing
Compliance with Laws
Anti-Money Laundering
Authority and Capacity
Good Faith
Costs and Expenses
Financial Services
Oil and Gas
Manufacturing
Telecommunications
Mining
Real Estate
Retail
Technology
Agriculture
Construction
Healthcare
Transportation and Logistics
Legal
Finance
Tax
Treasury
Compliance
Corporate Secretariat
Risk Management
Internal Audit
Accounting
Corporate Finance
Chief Financial Officer
Tax Director
Financial Controller
Group Treasurer
Tax Manager
Corporate Counsel
Legal Director
Finance Manager
Compliance Officer
Corporate Secretary
Treasury Manager
Head of Finance
Tax Accountant
Financial Planning Manager
Risk Manager
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