The Tax Indemnification Agreement is a crucial document in corporate transactions and restructurings under Hong Kong law, where parties need to clearly define and allocate tax-related risks and responsibilities. This agreement becomes particularly important in mergers, acquisitions, spin-offs, or corporate reorganizations where historical tax liabilities may affect future operations or ownership. The document typically includes comprehensive definitions of covered tax matters, specific indemnification obligations, claim procedures, and payment terms. It must comply with Hong Kong's tax regime, particularly the Inland Revenue Ordinance, while also considering international tax implications given Hong Kong's status as a global financial center. The agreement helps protect parties against unexpected tax liabilities and provides a clear framework for resolving tax-related disputes.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identifies and defines the Indemnitor and Indemnitee and their legal capacity
2. Background: Sets out the context of the agreement, including the underlying transaction or relationship giving rise to the tax indemnification
3. Definitions: Defines key terms including 'Tax', 'Tax Authority', 'Tax Liability', 'Claims', and other relevant terms
4. Scope of Indemnification: Details the specific tax matters and periods covered by the indemnification
5. Indemnification Obligations: Specifies the Indemnitor's obligations to pay, reimburse, or otherwise compensate the Indemnitee for covered tax liabilities
6. Claims Procedure: Sets out the process for making indemnification claims, including notice requirements and timing
7. Payment Terms: Specifies when and how payments must be made, including currency and method of payment
8. Dispute Resolution: Establishes procedures for resolving disputes related to indemnification claims
9. Term and Survival: Specifies the duration of the agreement and which provisions survive termination
10. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and specifies jurisdiction for disputes
1. Tax Returns and Audits: Procedures for handling tax returns and audits, used when ongoing tax compliance cooperation is needed
2. Third Party Claims: Procedures for handling claims from tax authorities or other third parties, included when such claims are likely
3. Security Provisions: Requirements for security or collateral to support indemnification obligations, used for high-value or high-risk indemnifications
4. Tax Mitigation: Obligations to minimize tax liabilities, included when active tax management is expected
5. Change in Law Provisions: Addresses impact of changes in tax laws, included for long-term agreements
6. Cross-Border Provisions: Specific provisions for cross-border tax implications, used when multiple jurisdictions are involved
1. Schedule 1 - Covered Tax Matters: Detailed list of specific taxes, periods, and transactions covered by the indemnification
2. Schedule 2 - Excluded Tax Matters: List of specific tax matters explicitly excluded from the indemnification
3. Schedule 3 - Pre-Existing Tax Liabilities: Details of known tax liabilities existing at the time of agreement
4. Schedule 4 - Claim Form Template: Standard form for making indemnification claims
5. Appendix A - Power of Attorney: If required, grants authority to handle tax matters on behalf of another party
6. Appendix B - Tax Warranties: Detailed tax warranties given by the Indemnitor regarding the covered tax matters
Find the exact document you need
Agreement For Avoidance Of Double Taxation
A Hong Kong bilateral tax treaty that prevents double taxation of income and capital gains between Hong Kong and the contracting jurisdiction.
Download
Uniform Policy In The Workplace
A Hong Kong-compliant workplace uniform policy document establishing professional dress code standards while ensuring legal compliance and cultural sensitivity.
Download
Tax Form For New Employees
Standard Hong Kong tax registration and declaration forms for new employees, ensuring compliance with Inland Revenue Department requirements.
Download
Settlement Agreement Payment Terms
A Hong Kong law-governed agreement specifying payment terms and conditions for settling disputes or payment obligations between parties.
Download
Tax Invoice Form
A Hong Kong-compliant tax invoice document that records commercial transactions and satisfies local tax requirements.
Download
Tax Protection Agreement
A Hong Kong law-governed agreement that provides protection against specified tax liabilities, establishing calculation methods and claim procedures.
Download
Fuel Supply Contract
A Hong Kong law-governed agreement setting out terms for fuel supply, including delivery, quality, and compliance requirements.
Download
Tax Indemnification Agreement
A Hong Kong law-governed agreement establishing tax indemnification obligations between parties, typically used in corporate transactions to allocate tax risks and liabilities.
Download
Bike Sale Agreement
A Hong Kong law-governed agreement for the sale and purchase of a bicycle, establishing terms of sale and transfer of ownership.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 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
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it