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Tax Indemnification Agreement
"I need a Tax Indemnification Agreement for a corporate restructuring between our Saudi parent company and its UAE subsidiary, to be effective from March 1, 2025, with specific provisions for Zakat obligations and cross-border VAT considerations."
1. Parties: Identification of the indemnitor and indemnitee, including full legal names and addresses
2. Background: Context of the agreement, including the underlying transaction or relationship giving rise to potential tax obligations
3. Definitions: Key terms used throughout the agreement, including specific types of taxes, relevant time periods, and jurisdictional terms
4. Scope of Indemnification: Detailed description of the tax liabilities covered by the indemnification
5. Indemnification Obligations: Specific obligations of the indemnitor, including timing and extent of coverage
6. Payment Mechanisms: Procedures for making indemnification payments, including currency, method, and timing
7. Tax Authority Proceedings: Procedures for handling tax audits, investigations, and disputes with tax authorities
8. Notice Requirements: Requirements and procedures for notifying parties of tax claims or liabilities
9. Cooperation and Information Sharing: Obligations to cooperate and share relevant tax information and documentation
10. Duration and Survival: Term of the agreement and which provisions survive termination
11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and relevant jurisdiction for disputes
12. Dispute Resolution: Procedures for resolving disputes between parties, including reference to Saudi courts or arbitration
1. Zakat Provisions: Specific provisions relating to Zakat obligations, required when Saudi or GCC entities are involved
2. International Tax Provisions: Additional provisions for cross-border transactions or international parties
3. VAT-Specific Indemnities: Detailed VAT indemnification provisions, needed when significant VAT exposure exists
4. Tax Gross-Up Provisions: Provisions ensuring that indemnity payments are made net of any applicable taxes
5. Security Provisions: Requirements for security or collateral to support indemnification obligations
6. Insurance Requirements: Provisions requiring tax liability insurance, if applicable
7. Assignment and Transfer: Rules regarding assignment of rights and obligations, if transfers are contemplated
8. Third Party Rights: Provisions addressing rights of third parties, if relevant to the tax situation
1. Schedule of Covered Taxes: Detailed list of specific taxes covered by the indemnification
2. Schedule of Tax Returns: List of relevant tax returns and filing obligations
3. Schedule of Known Tax Exposures: Identification of known or potential tax liabilities
4. Schedule of Excluded Matters: List of tax matters specifically excluded from the indemnification
5. Form of Notice: Template for tax claim notifications
6. Payment Procedures: Detailed procedures for making and documenting indemnification payments
7. Contact Details: List of key contacts and their roles for tax-related communications
8. Power of Attorney: Form of power of attorney for handling tax matters with authorities
Authors
Applicable Law
Business Day
Claim Notice
Covered Taxes
Dispute
Effective Date
Excluded Taxes
Government Authority
Indemnified Party
Indemnifying Party
Indemnified Taxes
Loss
Notice
Payment Date
Relevant Period
Saudi Tax Authority
ZATCA
Tax
Tax Assessment
Tax Audit
Tax Authority
Tax Claim
Tax liability
Tax Loss
Tax Notice
Tax Payment
Tax Period
Tax Proceeding
Tax Return
Tax Ruling
Third Party Claim
VAT
Withholding Tax
Zakat
Zakat Base
Jurisdiction
Material Adverse Effect
Parties
Representatives
Security Interest
Subsidiary
Tax Benefit
Tax Credit
Tax Deduction
Tax Documentation
Tax Event
Tax Indemnity
Tax Information
Tax Rate
Tax Recovery
Tax Relief
Definitions
Tax Indemnity
Scope of Indemnification
Payment Obligations
Payment Mechanics
Tax Authority Proceedings
Cooperation
Information Sharing
Notice Requirements
Representations and Warranties
Covenants
Dispute Resolution
Governing Law
Force Majeure
Confidentiality
Assignment
Amendment
Severability
Entire Agreement
Survival
Term and Termination
Third Party Rights
Costs and Expenses
Notices
Tax Gross-Up
Tax Compliance
Tax Returns
Tax Records
Tax Audits
Security Provisions
Limitation of Liability
Time Limits
Currency
Further Assurance
Waiver
Counterparts
Financial Services
Manufacturing
Real Estate
Oil & Gas
Technology
Healthcare
Retail
Construction
Transportation & Logistics
Professional Services
Telecommunications
Mining & Minerals
Legal
Finance
Tax
Treasury
Compliance
Risk Management
Corporate Governance
Mergers & Acquisitions
Corporate Strategy
Internal Audit
Chief Financial Officer
Tax Director
Finance Manager
Legal Counsel
Corporate Lawyer
Tax Manager
Financial Controller
Compliance Officer
Treasury Manager
Risk Manager
Company Secretary
Managing Director
Head of Finance
General Counsel
Tax Consultant
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