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.
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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
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
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
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