Tax Indemnity Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Tax Indemnity Agreement

"I need a Tax Indemnity Agreement under Saudi Arabian law for a share purchase transaction closing in March 2025, where the seller (a foreign company) will indemnify the buyer (a Saudi entity) against any pre-closing tax liabilities, including specific provisions for VAT and withholding tax obligations."

Document background
The Tax Indemnity Agreement is a crucial document in Saudi Arabian business transactions where parties need to allocate tax risks and responsibilities. It is commonly used in corporate restructurings, mergers and acquisitions, joint ventures, and other significant business arrangements where tax exposure needs to be clearly defined and allocated. The agreement must comply with Saudi Arabian tax laws, including regulations from ZATCA, and consider both domestic and international tax implications. This document type is particularly important given Saudi Arabia's evolving tax landscape, including recent implementations of VAT and changes in corporate taxation. The Tax Indemnity Agreement typically includes detailed provisions for calculating tax liabilities, procedures for making claims, and mechanisms for dispute resolution, all while ensuring compliance with both Shariah principles and Saudi commercial law.
Suggested Sections

1. Parties: Identification of the Indemnitor and Indemnitee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and reference to any primary agreements this indemnity relates to

3. Definitions: Definitions of key terms including 'Tax', 'Tax Authority', 'Tax Liability', 'Indemnified Taxes', and other relevant terms

4. Scope of Indemnity: Detailed description of the tax liabilities covered by the indemnity and any exclusions

5. Indemnification Obligations: Specific obligations of the Indemnitor, including timing and method of payment

6. Payment Mechanics: Procedures for making indemnity payments, including currency, payment method, and timing

7. Tax Treatment of Payments: Clarification of how indemnity payments themselves should be treated for tax purposes

8. Claims Procedure: Process for making claims under the indemnity, including notification requirements and timing

9. Dispute Resolution: Procedures for resolving disputes, including reference to Saudi Arabian courts or arbitration

10. Representations and Warranties: Statements regarding tax compliance and authority to enter into the agreement

11. Governing Law: Specification of Saudi Arabian law as governing law and relevant jurisdiction

12. Term and Termination: Duration of the indemnity and circumstances for termination

Optional Sections

1. Change in Law Provisions: Provisions addressing changes in tax laws or regulations that might affect the indemnity obligations

2. Cross-Border Tax Provisions: Additional provisions for transactions involving multiple jurisdictions or international tax implications

3. Zakat-Specific Provisions: Specific provisions related to Zakat obligations for Saudi/GCC entities

4. Tax Insurance: Provisions relating to any tax liability insurance arrangements

5. VAT-Specific Provisions: Detailed provisions specifically addressing VAT indemnification if relevant

6. Security Provisions: Requirements for security or collateral to support indemnity obligations

7. Third Party Rights: Provisions addressing rights of third parties affected by tax liabilities

8. Survival Provisions: Specific provisions about which obligations survive termination of the agreement

Suggested Schedules

1. Schedule 1 - Covered Tax Matters: Detailed list of specific tax matters and liabilities covered by the indemnity

2. Schedule 2 - Corporate Information: Relevant corporate and tax registration details of the parties

3. Schedule 3 - Calculation Methodology: Agreed methodology for calculating tax liabilities and indemnity amounts

4. Schedule 4 - Claims Procedures: Detailed procedures and forms for making indemnity claims

5. Schedule 5 - Excluded Matters: Specific exclusions from the scope of the indemnity

6. Appendix A - Form of Notice: Template for notices required under the agreement

7. Appendix B - Contact Details: List of relevant contact persons and details for tax and administrative matters

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Oil & Gas

Financial Services

Real Estate & Construction

Manufacturing

Technology

Healthcare

Retail & Consumer

Infrastructure

Mining & Metals

Professional Services

Telecommunications

Transportation & Logistics

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Risk Management

Corporate Governance

Mergers & Acquisitions

International Business

Regulatory Affairs

Relevant Roles

Chief Financial Officer

Tax Director

Head of Legal

Financial Controller

Corporate Lawyer

Tax Manager

Compliance Officer

Treasury Manager

Finance Director

General Counsel

Risk Manager

Corporate Secretary

Transaction Manager

Senior Tax Advisor

Legal Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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