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1. Tax Gross-Up: Provisions ensuring that indemnification payments themselves don't create additional tax liabilities

2. Third Party Claims: Procedures for handling tax claims involving third parties

3. Security Provisions: Requirements for security or collateral to guarantee indemnification obligations

4. Insurance Requirements: Provisions requiring tax liability insurance coverage

5. Survival Period: Specific timeframes for how long the indemnification obligations survive

6. Tax Returns and Records: Obligations regarding the preparation and maintenance of tax-related documentation

7. Assignment: Rules regarding the transfer or assignment of indemnification rights and obligations

8. Foreign Tax Provisions: Special provisions for cross-border tax implications

1. Schedule A - Covered Tax Matters: Detailed list of specific tax liabilities, assessments, or periods covered by the indemnification

2. Schedule B - Calculation Methodology: Detailed methodology for calculating indemnification amounts, including any adjustments or exclusions

3. Schedule C - Claims Documentation: Templates and requirements for supporting documentation when making indemnification claims

4. Schedule D - Prior Tax Matters: List of known existing tax issues, audits, or assessments as of the agreement date

5. Appendix 1 - Notice Requirements: Detailed procedures and templates for providing notices under the agreement

6. Appendix 2 - Key Contacts: List of key personnel and their roles regarding tax matters and indemnification claims