Tax Indemnity Settlement Agreement

Tax Indemnity Settlement Agreement Template for Ireland

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Key Requirements PROMPT example:

"I need a Tax Indemnity Settlement Agreement under Irish law for settling a €2.5 million tax warranty claim relating to FY2022, with payment to be made in three installments by March 2025."

Document background

A Tax Indemnity Settlement Agreement is utilized when parties need to resolve tax-related indemnity claims in Ireland, typically arising from corporate transactions, tax warranties, or historic tax issues. This document is essential when settling disputes regarding tax liabilities, particularly in cases involving corporate groups, mergers and acquisitions, or complex tax structures. The agreement, governed by Irish law and compliant with Irish Revenue requirements, provides a framework for documenting the settlement terms, payment obligations, and releases between the parties. It is commonly used following tax due diligence findings, breach of tax warranties, or when allocating historic tax liabilities between corporate entities. The document includes crucial details about the tax periods involved, calculation methodologies, and any ongoing obligations between the parties.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including tax-paying entity, indemnifying party, and any relevant group companies

2. Background: Recitals explaining the context of the tax dispute or liability, relevant tax periods, and reason for settlement

3. Definitions and Interpretation: Definitions of key terms including relevant Tax Authorities, Tax Claims, Tax Liability, and interpretation clauses

4. Settlement Sum: Details of the agreed settlement amount, payment terms, and any installment arrangements

5. Payment Mechanics: Specific procedures for making payments, including account details, timing, and currency

6. Settlement Terms: Core terms of the settlement, including timing, conditions precedent, and confirmation of full and final settlement

7. Releases and Waivers: Mutual releases from tax-related claims and specific waivers of rights

8. Tax Treatment of Settlement: Agreement on how the settlement payment will be treated for tax purposes

9. Confidentiality: Obligations regarding confidentiality of the settlement terms and exceptions

10. Representations and Warranties: Standard representations about authority to enter agreement and tax matters

11. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Third Party Rights: Include when there are related entities or individuals who need to be excluded from benefiting from the agreement

2. Continuing Obligations: Include when there are ongoing tax compliance or reporting requirements

3. Tax Authority Approval: Include when settlement requires specific tax authority confirmation or approval

4. Multiple Jurisdictions: Include when settlement covers tax issues in multiple jurisdictions

5. Future Cooperation: Include when parties need to cooperate on related tax matters in the future

6. Set-off Rights: Include when parties need to address rights to set off against other payments

7. Interest Provisions: Include when settlement includes or excludes interest on tax liabilities

Suggested Schedules

1. Schedule 1 - Tax Periods and Liabilities: Detailed breakdown of tax periods, amounts, and specific liabilities covered by the settlement

2. Schedule 2 - Payment Schedule: If payment is in installments, detailed payment dates and amounts

3. Schedule 3 - Related Tax Claims: List of all related tax claims or disputes being settled

4. Schedule 4 - Relevant Correspondence: List of key correspondence with tax authorities that forms part of settlement context

5. Schedule 5 - Required Tax Authority Confirmations: Forms or confirmations required from tax authorities

6. Appendix A - Calculation Methodology: Details of how settlement figures were calculated

7. Appendix B - Form of Tax Authority Release: Template of any required tax authority release or confirmation

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Energy

Transportation

Professional Services

Telecommunications

Construction

Mining and Natural Resources

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Risk Management

Corporate Governance

Accounting

Internal Audit

Relevant Roles

Chief Financial Officer

Tax Director

Head of Tax

Finance Director

General Counsel

Corporate Lawyer

Tax Manager

Financial Controller

Compliance Officer

Treasury Manager

Risk Manager

Corporate Secretary

Head of Legal

Senior Tax Accountant

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