Create a bespoke document in minutes, 聽or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Tax Indemnification Agreement
"I need a Tax Indemnification Agreement governed by Irish law for the sale of my technology company to a multinational corporation, specifically covering historical R&D tax credits and potential VAT liabilities for the period up to January 2025."
1. Parties: Identification of the Indemnitor and Indemnitee and their registered details
2. Background: Context of the agreement, including the underlying transaction or relationship giving rise to the tax indemnification
3. Definitions: Detailed definitions of key terms including 'Tax', 'Tax Liability', 'Tax Claim', 'Tax Authority', and other relevant terms
4. Scope of Indemnification: Clear outline of the tax matters covered by the indemnification and the extent of coverage
5. Indemnification Obligations: Detailed provisions regarding the Indemnitor's obligations to pay and indemnify
6. Payment Mechanisms: Procedures and timelines for making indemnification payments
7. Claims Procedure: Process for notifying and handling tax claims, including cooperation requirements
8. Limitations: Time limits, financial caps, and other limitations on the indemnification obligations
9. Conduct of Tax Matters: Rights and obligations regarding the conduct of tax audits, investigations, and disputes
10. Representations and Warranties: Basic representations regarding tax matters and authority to enter agreement
11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tax Gross-Up: Additional provisions for grossing up payments to account for tax on indemnification payments - include when payments may themselves be taxable
2. Cross-Border Provisions: Special provisions dealing with international tax aspects - include when parties are in different jurisdictions
3. VAT-Specific Provisions: Detailed provisions specifically dealing with VAT indemnification - include when VAT is a significant concern
4. Tax Records and Access: Detailed provisions regarding maintenance and access to tax records - include for complex tax situations
5. Third Party Rights: Provisions dealing with rights of third parties - include when other parties may have interests in the tax matters
6. Tax Insurance Provisions: Provisions relating to tax liability insurance - include when tax insurance is part of the arrangement
7. Change in Law: Provisions dealing with changes in tax law - include when agreement is long-term or covers future tax periods
1. Schedule 1 - Covered Tax Matters: Detailed list of specific taxes and tax matters covered by the indemnification
2. Schedule 2 - Calculation Methodology: Methodology for calculating tax liabilities and indemnification amounts
3. Schedule 3 - Claims Procedures: Detailed procedures and timelines for making and responding to tax claims
4. Schedule 4 - Excluded Tax Matters: List of specific tax matters excluded from the scope of indemnification
5. Appendix A - Form of Tax Claim Notice: Standard form for notifying tax claims under the agreement
6. Appendix B - Contact Details: Contact details for notices and communications regarding tax matters
Authors
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Professional Services
Energy
Retail
Construction
Transportation and Logistics
Mining and Natural Resources
Telecommunications
Agriculture
Pharmaceuticals
Legal
Finance
Tax
Treasury
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Company Secretariat
Internal Audit
Chief Financial Officer
Tax Director
Corporate Lawyer
Legal Counsel
Finance Manager
Tax Manager
Compliance Officer
Financial Controller
Treasury Manager
Risk Manager
Company Secretary
M&A Director
Transaction Manager
Corporate Development Director
Head of Finance
General Counsel
Find the exact document you need
Tax Funding Agreement
An Irish law-governed agreement establishing tax funding arrangements between parent companies and subsidiaries within corporate groups.
Unilateral Advance Pricing Agreement
An Irish Unilateral APA establishing agreed transfer pricing methodology between a taxpayer and Irish Revenue Commissioners for specific intercompany transactions.
Tax Payment Agreement
An Irish law-governed agreement between a taxpayer and Revenue Commissioners establishing structured payment terms for outstanding tax liabilities.
Fuel Tax Agreement
An Irish law-governed agreement establishing fuel tax compliance requirements between Revenue Commissioners and fuel suppliers, covering tax calculations, payments, and regulatory compliance.
Tax Indemnification Agreement
An Irish law-governed agreement establishing tax indemnification obligations between parties, defining protection against specified tax liabilities and related procedures.
Tax Sharing Agreement
An Irish law agreement establishing tax sharing arrangements between corporate entities, defining allocation of tax liabilities and benefits while ensuring compliance with Irish tax legislation.
Download our whitepaper on the future of AI in Legal
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.