The Tax Indemnity Agreement is a crucial document commonly used in Belgian corporate transactions, particularly in mergers, acquisitions, and corporate restructurings, where tax risks need to be clearly allocated between parties. This agreement becomes essential when there is a need to protect one party from potential tax liabilities arising from pre-transaction periods or specific tax events. Under Belgian law, such agreements must comply with both civil code requirements for indemnification and specific tax law provisions. The document typically includes detailed mechanisms for handling tax assessments, audits, and disputes, while ensuring compliance with Belgian tax procedures and reporting obligations. It is particularly important in cross-border transactions involving Belgian entities or assets, where multiple tax jurisdictions may be involved.
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1. Parties: Identification of the indemnitor and indemnitee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including reference to any related transaction or circumstances giving rise to potential tax liabilities
3. Definitions: Detailed definitions of key terms including 'Tax', 'Tax Authority', 'Tax Liability', 'Indemnified Taxes', and other relevant terms
4. Scope of Indemnity: Detailed description of the tax liabilities covered by the indemnity and any excluded taxes
5. Indemnification Obligations: Core provisions detailing the indemnitor's obligations, including timing and method of payment
6. Tax Claims Procedure: Process for handling tax claims, including notification requirements and conduct of proceedings
7. Payment Mechanics: Procedures for making indemnity payments, including currency, timing, and gross-up provisions
8. Limitations: Time limits, financial caps, and other limitations on the indemnity obligations
9. Representations and Warranties: Statements regarding tax matters and authority to enter into the agreement
10. Cooperation and Information: Obligations regarding sharing of information and cooperation in tax matters
11. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
12. Notices: Procedures for giving notices under the agreement
13. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability
1. Cross-Border Provisions: Additional provisions for handling international tax issues, required when multiple jurisdictions are involved
2. VAT-Specific Provisions: Detailed provisions specifically addressing VAT indemnification, needed when VAT exposure is significant
3. Tax Security: Provisions for security or guarantees for the tax indemnity, needed for high-value or high-risk indemnities
4. Transfer Pricing: Specific provisions dealing with transfer pricing adjustments, needed when related party transactions are involved
5. Duration and Survival: Specific provisions about the duration of the indemnity, needed when different from standard limitation periods
6. Tax Insurance: Provisions relating to tax liability insurance, needed when insurance is being used to back the indemnity
7. Third Party Rights: Provisions allowing third parties to benefit from the indemnity, needed when group companies are to be covered
1. Schedule 1 - Covered Taxes: Detailed list of specific taxes and tax matters covered by the indemnity
2. Schedule 2 - Excluded Taxes: List of taxes and tax matters specifically 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-Existing Tax Matters: List of known tax issues or ongoing tax proceedings
5. Appendix A - Form of Tax Claim Notice: Template for notifying tax claims under the agreement
6. Appendix B - Contact Details: Detailed contact information for tax matters and notices
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