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Tax Indemnity Letter
"I need a Tax Indemnity Letter for a Malaysian manufacturing company acquisition where the seller will indemnify the buyer against any pre-closing tax liabilities arising before March 2025, with particular focus on export duties and corporate income tax exposures."
1. Date and Parties: Opening of letter identifying the indemnifier and indemnitee with full legal names and addresses
2. Background/Context: Brief explanation of the transaction or circumstances giving rise to the tax indemnity
3. Definitions: Key terms used in the letter including 'Tax', 'Tax Liability', 'Indemnified Party', etc.
4. Scope of Tax Matters: Clear identification of the tax matters, periods, and jurisdictions covered by the indemnity
5. Indemnity Obligation: Core commitment to indemnify, including timing and mechanism for payment
6. Notice Requirements: Process for notifying claims and providing information about tax matters
7. Duration: Period for which the indemnity remains valid
8. Governing Law: Confirmation of Malaysian law as governing law
9. Execution: Signature blocks and attestation requirements
1. Tax Authority Communications: Include when there's a need to specify protocols for dealing with tax authority inquiries and audits
2. Dispute Resolution: Add when specific dispute resolution mechanisms are preferred over standard court proceedings
3. Security Provisions: Include when security for the indemnity obligation is required
4. Limitation of Liability: Add when caps or limitations on the indemnity are agreed
5. Assignment: Include when transfer rights need to be addressed
6. Third Party Rights: Add when benefits need to extend to group companies or related parties
1. Schedule 1 - Specific Tax Matters: Detailed list of specific tax matters, assessments, or periods covered by the indemnity
2. Schedule 2 - Claims Procedure: Detailed process for making and responding to indemnity claims
3. Schedule 3 - Excluded Matters: List of specific tax matters or circumstances excluded from the indemnity
4. Appendix A - Related Companies: List of additional companies covered by the indemnity if applicable
5. Appendix B - Power of Attorney: If required, authorization for the indemnifier to deal with tax authorities
Authors
Tax Authority
Tax Liability
Indemnified Party
Indemnifier
Claim
Tax Claim
Assessment
Tax Assessment
Tax Return
Tax Period
Claim Notice
Business Day
Effective Date
Group
Losses
Material Adverse Effect
Malaysian Ringgit
Payment Date
Related Company
Tax Audit
Tax Investigation
Tax Relief
Territory
Transaction
Working Day
Year of Assessment
Completion Date
Confidential Information
Tax Benefit
Tax Saving
Tax Dispute
Relevant Period
Tax Documentation
Tax Warranty
Interpretation
Tax Indemnity
Scope of Indemnity
Payment Obligations
Claims Procedure
Tax Authority Communications
Cooperation
Confidentiality
Duration
Notice Requirements
Payment Mechanics
Tax Disputes
Limitations
Conduct of Claims
Further Assurance
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Third Party Rights
Amendments
Notices
Counterparts
Time of Essence
Costs
Waiver
Force Majeure
Banking & Financial Services
Manufacturing
Real Estate & Property Development
Oil & Gas
Technology
Retail & Consumer
Healthcare
Infrastructure & Construction
Professional Services
Energy & Utilities
Telecommunications
Mining & Resources
Agriculture & Plantations
Transportation & Logistics
Legal
Finance
Tax
Compliance
Risk Management
Treasury
Corporate Development
Mergers & Acquisitions
Corporate Secretariat
Internal Audit
Chief Financial Officer
Tax Director
Finance Director
Legal Counsel
Corporate Lawyer
Tax Manager
Financial Controller
Compliance Officer
Risk Manager
Treasury Manager
M&A Director
Corporate Secretary
Business Development Director
Managing Director
CEO
Tax Consultant
Audit Manager
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