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Tax Indemnity Agreement
"I need a Tax Indemnity Agreement governed by Hong Kong law for a share sale transaction closing in March 2025, where the seller will indemnify the buyer against all historical tax liabilities of a technology company operating in both Hong Kong and mainland China."
1. Parties: Identification of the indemnifier 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 liabilities
3. Definitions: Key terms including 'Tax', 'Tax Authority', 'Tax Liability', 'Claims', 'Losses', etc.
4. Scope of Indemnity: Detailed description of what tax liabilities are covered by the indemnity
5. Duration: Time period for which the indemnity remains valid, including any survival provisions
6. Payment Terms: Timing and mechanism for indemnity payments, including any requirements for evidence of tax liability
7. Claims Procedure: Process for making claims under the indemnity, including notice requirements and time limits
8. Conduct of Tax Matters: Rights and obligations regarding handling of tax audits, investigations, and disputes
9. Limitations on Liability: Any caps, exclusions, or limitations on the indemnifier's obligations
10. Dispute Resolution: Procedures for resolving disputes between parties regarding the indemnity
11. Governing Law and Jurisdiction: Confirmation of Hong Kong law as governing law and jurisdiction for disputes
1. Multiple Jurisdictions: Additional provisions for handling tax matters in multiple jurisdictions, used when parties operate across different tax jurisdictions
2. Tax Gross-Up: Provisions ensuring payments are made free of any withholding or deduction for tax, used when cross-border payments are involved
3. Change in Law: Provisions addressing the impact of changes in tax legislation, used when long-term indemnities are contemplated
4. Assignment: Provisions regarding the ability to transfer rights under the indemnity, used when assignment rights are important to either party
5. Information Rights: Detailed provisions regarding access to tax information and records, used when complex tax matters are involved
6. Security: Provisions for security or collateral supporting the indemnity, used when additional protection is required
1. Schedule 1 - Specific Tax Matters: Detailed list of specific tax matters or liabilities covered by the indemnity
2. Schedule 2 - Excluded Tax Matters: List of tax matters specifically excluded from the scope of the indemnity
3. Schedule 3 - Claims Procedures: Detailed procedures for making and processing claims under the indemnity
4. Schedule 4 - Form of Notice: Template form for giving notice of claims under the indemnity
5. Schedule 5 - Relevant Companies: List of companies covered by the indemnity if part of a group structure
Authors
Financial Services
Real Estate
Manufacturing
Technology
Energy
Infrastructure
Healthcare
Retail
Private Equity
Mining and Resources
Telecommunications
Professional Services
Legal
Finance
Tax
Treasury
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Company Secretarial
Corporate Governance
Chief Financial Officer
Tax Director
Finance Director
Corporate Lawyer
Tax Manager
Financial Controller
Compliance Officer
Treasury Manager
Corporate Secretary
Risk Manager
Transaction Manager
M&A Director
General Counsel
Head of Legal
Tax Partner
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