¶¶Òõ¶ÌÊÓÆµ

Tax Indemnification Agreement Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Tax Indemnification Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Tax Indemnification Agreement

"I need a Tax Indemnification Agreement under German law for our upcoming acquisition of a manufacturing company, where the seller will indemnify us against all tax liabilities arising before March 2025, with specific provisions for ongoing tax audits."

Document background
The Tax Indemnification Agreement serves as a critical risk allocation tool in German corporate transactions and business arrangements. It is commonly used in mergers, acquisitions, corporate restructurings, and group reorganizations where parties need to address potential tax liabilities arising from pre-closing periods or specific transactions. The document, governed by German law, specifically outlines the scope of tax indemnification, procedures for handling tax claims, and payment obligations. It operates within the framework of German tax legislation, including the Abgabenordnung (AO), Körperschaftsteuergesetz (KStG), and other relevant tax laws. The agreement typically includes detailed provisions on notification requirements, control of tax proceedings, cooperation obligations, and limitations on liability. This type of agreement is particularly important given Germany's complex tax environment and the potential for significant historical tax exposures in corporate transactions.
Suggested Sections

1. Parties: Identification of the indemnitor and indemnitee, including full legal names and addresses

2. Background: Context of the agreement, including the underlying transaction or relationship giving rise to the tax indemnification obligation

3. Definitions: Key terms used throughout the agreement, including 'Tax', 'Tax Authority', 'Tax Claim', 'Losses', and 'Indemnification Period'

4. Scope of Indemnification: Detailed description of the tax matters covered by the indemnification, including specific types of taxes and time periods

5. Indemnification Obligations: Core obligations of the indemnitor, including payment terms, timing, and method of payment

6. Tax Claims Procedures: Process for handling tax claims, including notification requirements, control of proceedings, and cooperation obligations

7. Limitations: Temporal and monetary limitations on indemnification obligations, including caps and thresholds

8. Payment and Reimbursement: Procedures for making indemnification payments and handling reimbursements of tax refunds

9. Dispute Resolution: Procedures for resolving disputes between parties regarding indemnification obligations

10. Term and Termination: Duration of the agreement and circumstances under which it may be terminated

11. Governing Law and Jurisdiction: Specification of German law as governing law and designation of competent courts

12. Miscellaneous: Standard provisions including notices, amendments, assignments, and severability

Optional Sections

1. Tax Gross-Up: Additional provisions for grossing up payments to account for taxes on indemnification payments themselves, used when parties want to ensure net receipt amounts

2. Third-Party Claims: Specific procedures for handling tax claims involving third parties, included when third-party interactions are likely

3. Security Provisions: Requirements for security or collateral to secure indemnification obligations, used for high-value or high-risk indemnifications

4. Tax Return Preparation: Provisions regarding the preparation and review of relevant tax returns, included when ongoing tax filing obligations exist

5. Special Tax Matters: Provisions addressing specific tax issues unique to the transaction or parties, used when particular tax risks are identified

6. Insurance Requirements: Obligations to maintain specific insurance coverage related to tax liabilities, included for additional security

7. Survival: Specific provisions about which obligations survive termination, used when different survival periods are needed for different obligations

Suggested Schedules

1. Schedule of Covered Taxes: Detailed list of specific taxes, tax periods, and jurisdictions covered by the indemnification

2. Schedule of Known Tax Issues: List of existing tax matters, ongoing audits, or known potential tax risks

3. Schedule of Excluded Matters: Specific tax matters explicitly excluded from the scope of indemnification

4. Schedule of Contact Persons: List of designated representatives for tax matters and their contact information

5. Appendix A - Tax Claim Procedures: Detailed procedures and timelines for handling tax claims and investigations

6. Appendix B - Calculation Methods: Specific methodologies for calculating indemnification amounts and gross-up payments

Authors

Alex Denne

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

Relevant legal definitions

























































Clauses




































Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Energy

Healthcare

Retail

Professional Services

Transportation

Construction

Private Equity

Insurance

Telecommunications

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Due Diligence

Internal Audit

Relevant Roles

Tax Director

Chief Financial Officer

Corporate Counsel

Tax Manager

Finance Director

Mergers & Acquisitions Director

Risk Manager

Treasury Manager

Financial Controller

Compliance Officer

Legal Counsel

Corporate Secretary

Head of Tax

Transaction Manager

Due Diligence Specialist

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

Find the exact document you need

Transfer Pricing Agreement

A German law-governed agreement establishing transfer pricing methodology between related entities, ensuring compliance with German tax regulations and OECD guidelines.

find out more

Engagement Letter For Tax Services

A German law-governed engagement letter establishing the terms and conditions for professional tax advisory services between a tax advisor and client.

find out more

Tax Sharing And Funding Agreement

A German law-governed agreement establishing tax sharing and funding arrangements between group entities, aligned with German fiscal regulations.

find out more

Settlement Agreement Tax

A German law agreement that resolves tax disputes between taxpayers and tax authorities (Finanzamt), establishing settled tax liabilities and payment terms.

find out more

Tax Installment Agreement

A German-law governed agreement between a taxpayer and tax authority establishing structured payment terms for outstanding tax liabilities.

find out more

Tax Consulting Engagement Letter

A German law-governed engagement letter establishing the terms and conditions for professional tax consulting services between a tax consultant and client.

find out more

Unilateral Advance Pricing Agreement

A binding agreement with German tax authorities establishing approved transfer pricing methodologies for intercompany transactions under German law.

find out more

Tax Allocation Agreement

A German law agreement governing tax allocation within corporate groups (Organschaft), establishing tax liability distribution between parent companies and subsidiaries.

find out more

Tax Payment Agreement

A German law agreement between taxpayer and tax authority establishing structured payment terms for outstanding tax obligations.

find out more

Advance Price Agreement

A German-law governed agreement between a taxpayer and tax authorities establishing approved transfer pricing methodologies for cross-border intercompany transactions.

find out more

Fuel Tax Agreement

A German law-governed agreement establishing fuel tax obligations, compliance requirements, and operational procedures between contracting parties under the Energiesteuergesetz.

find out more

Tax Indemnification Agreement

A German law-governed agreement establishing tax indemnification obligations between parties, typically used in corporate transactions to allocate tax-related risks and liabilities.

find out more

Tax Sharing Agreement

A German law-governed agreement establishing tax sharing arrangements between group companies under German corporate tax consolidation rules.

find out more

Installment Agreement

A German law-governed agreement establishing terms for payment in scheduled installments, complying with BGB requirements and consumer protection provisions.

find out more

Installment Payment Agreement

A German law-governed agreement setting out terms for scheduled installment payments, including payment structure, interest rates, and consumer protection provisions.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s 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 £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.