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Tax Protection Agreement

Tax Protection Agreement Generator for United States

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Key Requirements PROMPT example:

Tax Protection Agreement

"Need a Tax Protection Agreement for a REIT formation where we're protecting three major property contributors against built-in gains for a 10-year period starting March 2025, with specific provisions for maintaining debt levels and guarantee opportunities."

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Document background
Tax Protection Agreements are essential tools in U.S. real estate and partnership transactions where property owners contribute appreciated property to partnerships or REITs. These agreements are particularly common when forming UPREITs or in situations where contributors seek protection from future tax liabilities. The Tax Protection Agreement typically includes provisions for protecting against built-in gains taxation, maintaining specified debt levels, and providing indemnification for breach of protection obligations. The agreement is governed by U.S. federal and state tax laws and requires careful consideration of IRC provisions and Treasury Regulations.
Suggested Sections

1. Parties: Identification of the protected party and the protecting party

2. Background: Context of the transaction requiring tax protection

3. Definitions: Key terms including Protected Gain, Protection Period, Protected Property

4. Tax Protection Obligations: Core protection commitments and mechanisms

5. Payment Provisions: Calculation and timing of protection payments

6. Term and Termination: Duration of protection and termination events

Optional Sections

1. REIT Provisions: Special provisions applicable when the transaction involves Real Estate Investment Trusts

2. Section 1031 Provisions: Specific protections related to like-kind exchanges when property is involved in such transactions

3. Refinancing Provisions: Protection related to debt refinancing when protected property involves significant debt

Suggested Schedules

1. Schedule of Protected Properties: List of properties subject to tax protection

2. Schedule of Protected Partners: List of parties receiving tax protection

3. Tax Calculation Methodology: Detailed methodology for calculating protection payments

4. Built-in Gain Schedule: Schedule showing protected built-in gains by property

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Relevant legal definitions
Protected Partner
Protection Period
Protected Property
Protected Gain
Built-in Gain
Tax Protection Period
Protected Amount
Tax Damage
Tax Protection Payment
Minimum Liability Amount
Protected Liability
Debt Guarantee Opportunity
Bottom Dollar Guarantee
Protected Tax Liability
Triggering Event
Section 704(c) Gain
Tax Protection Notice
Qualified Guarantee
Operating Partnership
REIT Shares
Partnership Interest
Contribution Agreement
Formation Transaction
Qualified Transfer
Guarantor
Protected Tax Items
Tax Protection Amount
Calculation Methodology
Gross-Up Amount
Indemnification Obligations
Permitted Disposition
Tax Rate Assumption
Applicable Tax Rate
Protection Threshold
Clauses
Tax Protection Obligations
Indemnification
Payment Calculations
Liability Maintenance
Debt Guarantee
Built-in Gain Protection
Section 704(c) Protection
Notice Requirements
Representations and Warranties
Termination Events
Force Majeure
Dispute Resolution
Confidentiality
Assignment
Governing Law
Amendment and Modification
Remedies
Time Limitations
Survival
Protected Property Dispositions
Refinancing Obligations
Tax Reporting
Partnership Allocations
Debt Maintenance
Successor Liability
Third Party Rights
Notices
Severability
Entire Agreement
Further Assurances
Industries

Internal Revenue Code (IRC): Key sections including 704(c) (property contribution and tax allocation), 707 (partner-partnership transactions), 752 (partnership liabilities), 1031 (like-kind exchanges), and 7701 (definitions and special rules)

Treasury Regulations: Implementation guidelines including Treas. Reg. �� 1.704-1 through 1.704-4, �� 1.707-1 through 1.707-9, and other partnership taxation regulations

State-Specific Tax Laws: Relevant state-level regulations including state income tax provisions, property tax regulations, and transfer tax rules

Partnership Tax Provisions: Specific rules governing partnership taxation including audit rules, built-in gain rules, and disguised sale regulations

REIT Rules: Real Estate Investment Trust specific provisions including qualification requirements and tax provisions, if applicable to the agreement

Contract Law: State-specific contract law principles, statute of frauds, and consideration requirements that govern agreement formation and enforcement

Statute of Limitations: Time limitations for federal tax, state tax, and contractual claims that may affect the agreement's enforceability

Securities Laws: Regulations pertaining to publicly traded entities and SEC requirements, if applicable to the parties involved

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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