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Tax Indemnity Agreement
"I need a Tax Indemnity Agreement for an M&A transaction closing in March 2025, where our Australian tech company is acquiring a software development business, with specific focus on protecting against historical R&D tax credit claims and state payroll tax exposures."
1. Parties: Identifies and provides full details of the indemnitor and indemnitee
2. Background: Sets out the context and commercial purpose of the tax indemnity arrangement
3. Definitions and Interpretation: Defines key terms including relevant tax types, periods, and jurisdictions covered
4. Scope of Indemnity: Specifies which taxes are covered and the extent of the indemnification obligation
5. Indemnification Process: Details the procedure for making indemnity claims and timing requirements
6. Payment Terms: Specifies when and how indemnity payments must be made
7. Tax Treatment of Payments: Addresses the tax treatment of indemnity payments themselves
8. Notice Requirements: Sets out requirements for notification of tax claims or assessments
9. Cooperation and Information Sharing: Obligations regarding sharing of tax-related information and documentation
10. Dispute Resolution: Procedures for resolving disputes about indemnity obligations
11. Term and Termination: Duration of the indemnity and circumstances for termination
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
13. Execution: Formal execution blocks for all parties
1. Tax Audits and Investigations: Procedures for handling tax audits - include when there's significant audit risk
2. Cross-Border Provisions: Special provisions for international tax implications - include for multinational parties
3. Tax Insurance: Requirements for tax insurance - include when specific tax insurance is required
4. Historical Tax Matters: Specific provisions for known historical tax issues - include for pre-existing tax risks
5. Third Party Claims: Procedures for handling third party tax claims - include when third party tax exposure exists
6. Tax Gross-Up: Provisions for grossing up payments - include when payments might be subject to withholding
7. Specific Transaction Provisions: Provisions for specific transaction-related tax matters - include for complex transactions
1. Schedule 1 - Covered Taxes: Detailed list of specific taxes covered by the indemnity
2. Schedule 2 - Excluded Tax Matters: List of specific tax matters excluded from the scope of indemnity
3. Schedule 3 - Claim Procedures: Detailed procedures and timeframes for making and processing claims
4. Schedule 4 - Pre-Existing Tax Matters: List of known tax issues and their treatment under the agreement
5. Schedule 5 - Required Documentation: List of documents required for making and supporting claims
6. Appendix A - Tax Warranties: Specific tax-related warranties given by the indemnitor
7. Appendix B - Form of Notice: Template forms for various notices required under the agreement
Authors
Assessment
ATO
Business Day
Claim Notice
Completion Date
Covered Taxes
Excluded Taxes
GST
Indemnified Party
Indemnifying Party
Income Tax
Loss
Material Tax Matter
Notice
Payment Date
Pre-Completion Period
Relevant Authority
State Revenue Office
Tax
Tax Assessment
Tax Audit
Tax Benefit
Tax Claim
Tax Dispute
Tax Documents
Tax Indemnity Amount
Tax Liability
Tax Loss
Tax Matter
Tax Period
Tax Return
Tax Ruling
Tax Warranty
Taxation Law
Transaction Documents
Transfer Duty
Tax Payment
Notice Requirements
Claims Procedure
Cooperation
Information Sharing
Confidentiality
Tax Returns
Tax Audits
Dispute Resolution
Payment Mechanics
Time Limitations
Representations and Warranties
Tax Records
Third Party Claims
Set-off Rights
Amendment
Assignment
Governing Law
Jurisdiction
Severability
Force Majeure
Entire Agreement
Counterparts
Tax Gross-up
Tax Treatment
Survival
Interest
Further Assurance
Costs and Expenses
Withholding Tax
GST
Stamp Duty
Limitation of Liability
Termination
Financial Services
Mining and Resources
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Infrastructure
Professional Services
Agriculture
Transportation and Logistics
Telecommunications
Education
Construction
Legal
Tax
Finance
Treasury
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Executive Leadership
Company Secretariat
Internal Audit
Chief Financial Officer
Tax Director
Head of Legal
Corporate Counsel
Tax Manager
Financial Controller
Compliance Officer
Risk Manager
Treasury Manager
Company Secretary
Managing Director
Chief Executive Officer
Tax Partner
M&A Director
Finance Director
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