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1. Tax Gross-Up Provisions: Used when payments under the indemnity may themselves be subject to tax

2. Dispute Resolution: Include when parties want specific procedures for resolving disputes about tax indemnity claims

3. Cooperation in Tax Matters: Added when parties need to specify obligations to cooperate in tax audits or proceedings

4. Currency Provisions: Required for cross-border arrangements involving multiple currencies

5. Assignment Rights: Include if either party may need to transfer rights under the indemnity

6. Limitation of Liability: Used when the indemnitor wants to cap their potential liability

1. Schedule of Covered Entities: List of all legal entities covered by the tax indemnity

2. Schedule of Specific Tax Matters: Details of particular tax issues, rulings, or assessments being indemnified

3. Calculation Methodology: Framework for calculating indemnifiable amounts and any agreed adjustments

4. Form of Notice: Template for tax claim notifications

5. Existing Tax Matters: List of known tax issues or ongoing proceedings covered by the indemnity