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Tax Indemnification Agreement
1. Parties: Identification of the indemnifier and indemnitee, including full legal names and registration details
2. Background: Context of the agreement, including the underlying transaction or relationship giving rise to the tax indemnification obligation
3. Definitions: Definitions of key terms including 'Tax', 'Tax Authority', 'Tax Liability', 'Indemnified Taxes', and other relevant terms
4. Scope of Indemnification: Detailed description of the tax liabilities covered by the indemnification
5. Indemnification Obligations: Core provisions detailing the indemnifier's obligations, including timing and method of payment
6. Tax Assessment and Notices: Procedures for handling tax assessments and notices from tax authorities
7. Payment Mechanics: Specific procedures for making indemnification payments, including currency and timing
8. Claims Procedure: Process for making and responding to indemnification claims
9. Dispute Resolution: Procedures for resolving disputes related to tax indemnification claims
10. Term and Survival: Duration of the agreement and which provisions survive termination
11. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
1. Cross-Border Provisions: Additional provisions for handling international tax implications and multiple jurisdictions
2. Tax Gross-Up: Provisions ensuring that indemnification payments are made on an after-tax basis
3. Tax Returns and Documentation: Specific requirements for handling and sharing tax returns and supporting documentation
4. Third Party Claims: Procedures for handling tax claims involving third parties
5. Security Provisions: Requirements for security or collateral to secure indemnification obligations
6. Tax Insurance: Provisions relating to tax liability insurance if applicable
7. Change in Law: Provisions addressing changes in tax laws or regulations affecting the indemnification obligations
1. Schedule 1 - Specific Indemnified Taxes: Detailed list of specific tax liabilities covered by the indemnification
2. Schedule 2 - Calculation Methodology: Methodology for calculating indemnification amounts, including any adjustments or special considerations
3. Schedule 3 - Claims Process Flowchart: Visual representation of the claims procedure and timeline
4. Schedule 4 - Contact Details: List of key contacts and their roles for tax notices and claims
5. Appendix A - Form of Tax Claim Notice: Standard template for making tax indemnification claims
6. Appendix B - Supporting Documentation Requirements: List of required documentation for various types of tax claims
Authors
Affiliated Entity
Applicable Law
Assessment
Business Day
Claim Notice
Closing Date
Competent Authority
Control
Danish Tax Authority
Disputed Tax Amount
Effective Date
Excluded Taxes
Government Authority
Gross-Up Amount
Group Relief
Indemnified Party
Indemnified Taxes
Indemnifying Party
Losses
Notice Period
Payment Date
Pre-Closing Period
Post-Closing Period
Relevant Jurisdiction
SKAT
Straddle Period
Supporting Documentation
Tax
Tax Assessment
Tax Asset
Tax Authority
Tax Benefit
Tax Claim
Tax Control Act
Tax Dispute
Tax Documentation
Tax Insurance
Tax Laws
Tax Liability
Tax Loss
Tax Notice
Tax Period
Tax Proceeding
Tax Return
Tax Saving
Third Party Claim
Transaction Documents
Interpretation
Tax Indemnification
Scope of Indemnity
Payment Obligations
Claims Procedure
Time Limitations
Tax Returns
Tax Assessments
Cooperation
Information Rights
Notice Requirements
Payment Mechanics
Set-off Rights
Tax Gross-up
Dispute Resolution
Confidentiality
Force Majeure
Assignment
Severability
Entire Agreement
Amendments
Notices
Third Party Rights
Costs and Expenses
Governing Law
Jurisdiction
Waiver
Counterparts
Authority
Warranties
Survival
Tax Contest Rights
Security Provisions
Recovery from Third Parties
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