The Tax Indemnification Agreement serves as a critical risk allocation tool in corporate transactions and business relationships under Belgian law. This document is commonly used in mergers, acquisitions, corporate restructurings, or other significant business transactions where historical or future tax liabilities need to be clearly allocated between parties. The agreement provides detailed mechanisms for identifying covered tax liabilities, making claims, and securing compensation, while ensuring compliance with Belgian tax regulations and relevant EU directives. It addresses various tax-related risks including income tax, VAT, employment taxes, and potential tax authority challenges. The Tax Indemnification Agreement typically includes specific provisions for calculating indemnification amounts, time limits for claims, and procedures for handling tax authority investigations or disputes.
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Key Requirements PROMPT example:
Tax Indemnification Agreement
"I need a Tax Indemnification Agreement under Belgian law for the acquisition of a technology company by our Luxembourg parent company, where we need to cover historical tax liabilities for the period before March 2025, with specific provisions for R&D tax credits and cross-border VAT obligations."
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OR
1. Parties: Identification of the indemnitor and indemnitee, including their legal status and registered addresses
2. Background: Context of the agreement, including the underlying transaction or relationship giving rise to the tax indemnification obligation
3. Definitions: Detailed definitions of key terms, including 'Tax', 'Tax Authority', 'Tax Liability', 'Indemnified Taxes', and other relevant terms
4. Scope of Indemnification: Detailed description of the tax liabilities covered by the indemnification obligation
5. Indemnification Obligations: Specific obligations of the indemnitor, including timing and method of payment
6. Exclusions: Specific exclusions from the indemnification obligations
7. Claims Procedure: Process for making indemnification claims, including notification requirements and time limits
8. Payment Mechanics: Details of how and when payments should be made, including currency and payment method
9. Tax Treatment of Payments: Provisions regarding the tax treatment of indemnification payments
10. Cooperation and Information: Obligations regarding information sharing and cooperation in tax matters
11. Duration: Term of the agreement and survival of obligations
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Cross-Border Provisions: Additional provisions for cross-border tax implications, required when parties are in different jurisdictions
2. Group Company Provisions: Provisions dealing with group company aspects, required when either party is part of a larger corporate group
3. Tax Gross-Up: Provisions for grossing up payments to account for taxes on indemnification payments, optional depending on party agreement
4. Tax Insurance: Provisions relating to tax insurance policies, if applicable
5. Third Party Rights: Provisions regarding rights of third parties, particularly relevant if group companies are involved
6. Securities and Guarantees: Provisions for any security or guarantee arrangements supporting the indemnification obligations
7. Specific Transaction Provisions: Provisions specific to particular types of transactions (e.g., mergers, acquisitions, reorganizations)
1. Schedule 1 - Specific Indemnified Taxes: Detailed list of specific tax liabilities covered by the indemnification
2. Schedule 2 - Claims Procedures: Detailed procedures for making and processing indemnification claims
3. Schedule 3 - Calculation Methodology: Methodology for calculating indemnification amounts
4. Schedule 4 - Contact Details: Contact information for notices and claims
5. Appendix A - Relevant Tax Rulings: Copies of relevant tax rulings or opinions
6. Appendix B - Historical Tax Information: Relevant historical tax information or returns
7. Appendix C - Power of Attorney: Form of power of attorney for tax matters, if required
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Real Estate
Technology
Energy
Healthcare
Telecommunications
Professional Services
Mining and Natural Resources
Private Equity
Insurance
Retail and Consumer Goods
Relevant Teams
Legal
Finance
Tax
Treasury
Compliance
Corporate Development
Risk Management
Mergers & Acquisitions
Corporate Governance
Financial Planning & Analysis
Relevant Roles
Chief Financial Officer
Tax Director
Head of Legal
Corporate Counsel
Financial Controller
Tax Manager
Compliance Officer
Treasury Manager
M&A Director
Risk Manager
Corporate Secretary
Finance Director
General Counsel
Head of Corporate Development
Chief Executive Officer