An appropriately drafted indemnification provision isn't enough.
Owners argue that it's fine to use a no-fault approach in the indemnification provision as long as the insurance company is paying the claim, but they don't want to pay the deductible when the agent's acts caused the claim.
Please note that this article has focused only on the basic structure of indemnification provisions and not on specific drafting issues.
A company should account for the indemnification pursuant to ASC 450, Contingencies (ASC 450), if the ASC 460 parent-subsidiary scope exception applies.
If a company is a primary obligor to the taxing authority, it should account for the indemnification pursuant to the provisions within ASC 740, Income Taxes (ASC 740), dealing with accounting for uncertain tax positions.
These assumptions will affect the fair value of the indemnification, but do not change the amount owed by the reporting entity (i.
If an indemnifying party is not a primary obligor to the taxing authority, it should account for the indemnification pursuant to ASC 460, Guarantees (ASC 460), which requires the use of fair value based upon the guidance in ASC 820, Fair Value Measurements and Disclosures (ASC 820).
The indemnified party must determine the amount to recognize for the indemnification asset.
Payment of an indemnification liability will often result in a tax benefit.