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Tax Indemnity Agreement Template for Ireland

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Key Requirements PROMPT example:

Tax Indemnity Agreement

"Need a Tax Indemnity Agreement under Irish law for the sale of my technology manufacturing company to a US buyer, with specific coverage for R&D tax credit claims for the past 5 years and any potential VAT exposures."

Document background
The Tax Indemnity Agreement is a crucial document in Irish corporate transactions where one party seeks protection against potential tax liabilities arising from historical operations or specific transactions. This agreement type is commonly used in mergers and acquisitions, corporate restructurings, and asset sales where tax risks need to be allocated between parties. The document defines the scope of tax indemnification, establishes procedures for handling tax claims with Irish authorities, and sets out payment mechanisms. It is particularly important in the Irish context due to the country's complex tax regime and its role as a major international business center. The agreement must comply with Irish tax legislation, including the Taxes Consolidation Act 1997 and relevant Finance Acts.
Suggested Sections

1. Parties: Identification of the Indemnitor and Indemnitee, including full legal names and addresses

2. Background: Context of the agreement, including reference to any related transaction or circumstances giving rise to potential tax liabilities

3. Definitions: Definitions of key terms including 'Tax', 'Tax Authority', 'Tax Liability', 'Tax Claim', and other relevant terms

4. Indemnity: Core provision setting out the scope of the tax indemnity, including what tax liabilities are covered

5. Tax Claims Procedure: Process for notifying and handling tax claims, including timeframes and responsibilities

6. Payment Terms: Timing and mechanism for indemnity payments, including treatment of any tax on indemnity payments

7. Limitations: Temporal and financial limitations on the indemnity, including caps and time limits

8. Conduct of Tax Matters: Rights and obligations regarding the management of tax affairs and handling of tax audits

9. Information and Assistance: Obligations to provide information and cooperation in relation to tax matters

10. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Tax Gross-Up: Optional provision for grossing up payments to account for any tax on indemnity payments themselves, used when parties want to ensure the Indemnitee receives the full economic benefit

2. Security: Provisions for any security or guarantee for the indemnity obligations, used when additional protection is required

3. Insurance: Requirements for tax liability insurance, used in high-risk or high-value transactions

4. Third Party Rights: Provisions allowing or prohibiting third parties to enforce the agreement, relevant when group companies or related parties might need protection

5. Change of Control: Provisions addressing the impact of changes in ownership of either party, relevant for long-term indemnities

6. Tax Refunds: Provisions dealing with the treatment of any tax refunds or credits related to indemnified matters, used when refunds are likely

Suggested Schedules

1. Schedule 1 - Specific Indemnified Tax Matters: Detailed list of specific tax risks or liabilities covered by the indemnity

2. Schedule 2 - Excluded Tax Matters: List of specific tax matters excluded from the scope of the indemnity

3. Schedule 3 - Claims Procedures: Detailed procedures for making and handling tax indemnity claims

4. Schedule 4 - Pre-Completion Tax Affairs: Details of tax matters relating to periods before completion of the related transaction

5. Appendix A - Form of Tax Claim Notice: Standard form for notifying tax claims under the agreement

6. Appendix B - Relevant Tax Warranties: Copy of or reference to tax warranties from related transaction documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































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Relevant Industries

Financial Services

Professional Services

Manufacturing

Technology

Real Estate

Healthcare

Energy

Retail

Transportation

Mining and Natural Resources

Telecommunications

Agriculture

Pharmaceutical

Construction

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Company Secretariat

Internal Audit

Relevant Roles

Chief Financial Officer

Tax Director

Corporate Lawyer

Finance Director

Tax Manager

Legal Counsel

Corporate Secretary

Financial Controller

Compliance Officer

Risk Manager

Treasury Manager

M&A Director

Transaction Advisory Manager

Due Diligence Specialist

Tax Partner (Professional Services)

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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