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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."
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
Authors
Oil & Gas
Financial Services
Real Estate & Construction
Manufacturing
Technology
Healthcare
Retail & Consumer
Infrastructure
Mining & Metals
Professional Services
Telecommunications
Transportation & Logistics
Legal
Finance
Tax
Treasury
Compliance
Risk Management
Corporate Governance
Mergers & Acquisitions
International Business
Regulatory Affairs
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
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