Indemnification Contract for Malta
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Indemnification Contract
"I need an Indemnification Contract under Maltese law for our corporate restructuring, where our parent company will indemnify our newly formed subsidiary against any historical tax liabilities arising before January 2025."
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1. Parties: Identification of the indemnifier and indemnitee, including full legal names and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Define key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Period'
4. Scope of Indemnification: Detailed description of what losses, damages, or liabilities are covered by the indemnification
5. Indemnification Procedure: Process for making claims, notice requirements, and handling of third-party claims
6. Limitations of Liability: Any caps, exclusions, or temporal limitations on the indemnification obligations
7. Defense and Settlement: Procedures for defending against claims and requirements for settlement approval
8. Payment Terms: Timing and method of indemnification payments
9. Duration: Term of the indemnification obligations and survival periods
10. Governing Law and Jurisdiction: Confirmation of Maltese law application and jurisdiction for disputes
11. Entire Agreement: Standard integration clause confirming this represents the complete agreement on indemnification
1. Insurance Requirements: Required when specific insurance coverage is needed to support the indemnification obligations
2. Security: Used when collateral or security is required to secure the indemnification obligations
3. Third Party Rights: Needed when indemnification extends to affiliated parties or when third party rights need to be explicitly addressed
4. Confidentiality: Required when the indemnification relates to or requires sharing of confidential information
5. Force Majeure: Include when certain events should excuse or modify indemnification obligations
6. Assignment: Include when transfer of indemnification rights or obligations needs to be addressed
7. Alternative Dispute Resolution: Optional provision for mediation or arbitration before court proceedings
8. Severability: Include when there's risk that certain provisions might be found invalid
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule B - Excluded Claims: List of specific exclusions from the indemnification coverage
3. Schedule C - Claim Procedures: Detailed procedures for making and processing indemnification claims
4. Schedule D - Maximum Liability Amounts: Table of liability caps and sub-limits for different types of claims
5. Appendix 1 - Notice Requirements: Forms and procedures for giving notice of claims
6. Appendix 2 - Required Insurance Certificates: Forms and requirements for insurance documentation when applicable
Authors
Financial Services
Insurance
Banking
Gaming and Entertainment
Maritime and Shipping
Technology and Software
Professional Services
Real Estate and Construction
Healthcare
Manufacturing
Retail and Consumer Goods
Energy and Utilities
Telecommunications
Transportation and Logistics
Legal
Compliance
Risk Management
Finance
Corporate Governance
Operations
Commercial
Insurance
Contract Administration
Executive Management
Corporate Affairs
Business Development
Legal Counsel
Compliance Officer
Risk Manager
Chief Financial Officer
Chief Executive Officer
Commercial Director
Contract Manager
Company Secretary
Corporate Lawyer
Finance Director
Business Development Manager
Operations Director
General Counsel
Legal Administrator
Risk Analyst
Insurance Manager
Corporate Governance Officer
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