A withholding clause generally provides that the acquirer may withhold from consideration payable to the seller taxes that it is required to deduct and withhold under federal, state, local or foreign law.
Tax Sharing Agreements This allows companies leaving the tax group (for example on a sale to a third party) to rely on the 'clear exit' rule which limits that leaving company's exposure to the joint and several tax liabilities of the whole group.
An intercompany agreement, or sometimes referred to as an ICA, is a legal document that helps facilitate two or more companies owned by the same parent company in exchange for financing, goods, services, or other exchanges.