Tax Deed
A Tax Deed is an indemnity provided in conjunction with the share purchase agreement, covering pre-completion tax liabilities not accounted for in the purchase price. It ensures the seller bears risks for undisclosed or unexpected tax claims, particularly those not arising from normal business operations or caused by post-completion actions by the buyer. Tax indemnities typically extend to interest, penalties, and associated costs, and often include grossing-up clauses to ensure the buyer is not disadvantaged by withholding taxes on indemnity payments.