The Tax Indemnity Letter is a crucial document in UAE business transactions, particularly following the introduction of Corporate Tax in 2023 and existing VAT requirements. This document is typically used in mergers and acquisitions, corporate restructurings, or group reorganizations where one party needs protection against potential tax liabilities arising from past operations or specific transactions. The letter establishes clear obligations for tax indemnification, considering UAE's comprehensive tax framework including Corporate Tax, VAT, and international tax treaties. It's essential for risk allocation in commercial transactions and provides certainty regarding tax-related obligations and responsibilities between parties, while ensuring compliance with UAE federal laws and regulations.
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1. Date and Parties: Opening of the letter identifying the indemnifier and indemnitee with full legal names and addresses
2. Reference Line: Clear reference to the main transaction or relationship this tax indemnity relates to
3. Relevant Transaction: Brief description of the underlying transaction or relationship giving rise to the tax indemnity
4. Definitions of Tax: Clear definition of what constitutes 'Tax' for the purpose of the indemnity, specifically addressing UAE Corporate Tax, VAT, and other applicable taxes
5. Scope of Indemnity: Detailed description of what tax liabilities are covered and the extent of the indemnification
6. Duration: Period for which the tax indemnity remains valid, including any survival provisions
7. Payment Terms: Process and timing for making indemnity payments, including currency and method of payment
8. Notice Requirements: Process for notifying the indemnifier of any tax claims or assessments
9. Execution Block: Signature blocks for all parties with appropriate attestation requirements under UAE law
1. Tax Authority Proceedings: Include when there's a need to specify how tax authority investigations or proceedings will be handled
2. Limitations: Include when specific exclusions or monetary caps on the indemnity are required
3. Security: Include when additional security for the indemnity obligation is required
4. International Tax Provisions: Include when the transaction involves cross-border elements or multiple tax jurisdictions
5. Dispute Resolution: Include when specific dispute resolution mechanisms need to be established
6. Translation Clause: Include when the letter needs to be executed in both Arabic and English
1. Schedule 1 - Specific Tax Matters: Detailed list of specific tax matters or risks being indemnified
2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing indemnity claims
3. Schedule 3 - Excluded Tax Matters: List of specific tax matters explicitly excluded from the scope of the indemnity
4. Appendix A - Related Agreements: List of related agreements or documents referenced in the indemnity letter
5. Appendix B - Power of Attorney: If required, form of power of attorney for handling tax matters
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