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Tax Indemnification Agreement
"I need a Tax Indemnification Agreement for a multinational technology company acquiring a UAE mainland company, with specific provisions for the new corporate tax regime and protection against any historical tax liabilities discovered after the closing date of March 1, 2025."
1. Parties: Identification of the indemnitor and indemnitee, including full legal names and addresses
2. Background: Context of the agreement, underlying transaction or relationship giving rise to the tax indemnification obligation
3. Definitions: Key terms including 'Tax', 'Tax Authority', 'Tax Claim', 'Losses', 'Indemnified Taxes', and other relevant definitions under UAE law
4. Scope of Indemnification: Detailed description of the tax matters covered by the indemnification, including specific types of taxes under UAE law
5. Tax Indemnification Obligations: Core provisions detailing the indemnitor's obligations to pay, reimburse, or indemnify for covered tax liabilities
6. Procedure for Tax Claims: Process for handling tax claims, including notification requirements, control of proceedings, and cooperation obligations
7. Payment Terms: Timing and method of indemnification payments, including currency and payment mechanisms
8. Duration and Survival: Term of the agreement and survival provisions for tax claims arising after termination
9. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law provisions specific to UAE
10. Notices: Format and procedures for giving notices under the agreement
11. General Provisions: Standard provisions including amendments, assignment, severability, and entire agreement clauses
1. Tax Returns and Compliance: Include when parties need specific provisions regarding preparation and filing of tax returns
2. Cross-Border Tax Provisions: Include when transaction involves international elements or multiple jurisdictions
3. Free Zone Specific Provisions: Include when either party operates in UAE free zones with special tax treatment
4. VAT-Specific Provisions: Include detailed VAT handling when transaction involves significant VAT implications
5. Corporate Tax Provisions: Include specific provisions related to the new UAE corporate tax regime when relevant
6. Tax Insurance: Include when parties agree to maintain tax liability insurance
7. Third Party Rights: Include when tax indemnification may affect or benefit group companies or related parties
1. Schedule 1 - Specific Indemnified Taxes: Detailed list of specific taxes, charges, and duties covered by the indemnification
2. Schedule 2 - Excluded Tax Matters: List of tax matters specifically excluded from the scope of indemnification
3. Schedule 3 - Claim Procedures: Detailed procedures for making and handling tax indemnification claims
4. Schedule 4 - Required Notices and Forms: Templates for notices and forms required under the agreement
5. Appendix A - Power of Attorney: Standard form of power of attorney for handling tax matters
6. Appendix B - Tax Jurisdictions: List of relevant tax jurisdictions and applicable tax rates/requirements
Authors
Indemnitee
Tax
Tax Authority
Federal Tax Authority
Tax Claim
Tax Liability
Tax Loss
Tax Return
Tax Assessment
Tax Period
Indemnified Taxes
Excluded Taxes
Tax Proceeding
Tax Notice
Tax Dispute
Value Added Tax
Corporate Tax
Losses
Claims
Governmental Authority
Business Day
Claim Notice
Control
Defense Notice
Effective Date
Group Companies
Interest
Law
Material Adverse Effect
Notice
Payment Date
Proceeding
Related Party
Representatives
UAE
UAE Tax Laws
Affiliate
Agreement
Breach
Confidential Information
Damages
Due Date
Encumbrance
Force Majeure
Free Zone
Governing Law
Jurisdiction
Mainland UAE
Party/Parties
Taxable Person
Tax Invoice
Tax Registration
Tax Relief
Tax Shelter
Third Party
Transaction Documents
Recitals
Definitions
Interpretation
Tax Indemnification
Scope of Indemnity
Exclusions from Indemnity
Payment Obligations
Tax Claims Procedure
Cooperation
Control of Proceedings
Notice Requirements
Tax Returns and Filings
Tax Authority Communications
Payment Mechanics
Set-off Rights
Information Rights
Confidentiality
Duration
Survival
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs
Notices
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Language
Time of Essence
Financial Services
Real Estate
Manufacturing
Oil & Gas
Retail
Technology
Healthcare
Construction
Professional Services
Hospitality
Trading
Logistics
Free Zone Operations
Legal
Finance
Tax
Compliance
Treasury
Corporate Development
Risk Management
Mergers & Acquisitions
Executive Leadership
Corporate Governance
Chief Financial Officer
Tax Director
Finance Manager
Corporate Lawyer
Tax Counsel
Compliance Officer
Financial Controller
Treasury Manager
M&A Director
Risk Manager
Corporate Secretary
General Counsel
Managing Director
Chief Executive Officer
Head of Finance
Tax Consultant
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