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.
Tax Protection Agreement for the 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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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
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
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
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