Indemnifiable Tax - ISDA Provision
2002 ISDA Master Agreement
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Indemnifiable Tax in all its glory
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Now you would like to think ISDA’s crack drafting squad™ could do something to improve a passage with a quintuple negative, wouldn’t you? Even, if, bloody-mindedly, to add a sixth negative, just to underline how scanty is the damn they give about the neurotic whinings of those, like the JC who hanker for more economical expression. In your face, prose stylists, such a stance might say. Actually, since I’m here, have a fricking seventh negative, punk, and brand it on your forehead so all who look upon you will know who it was who schooled you.
We can but dream, possums. We can only imagine what might have been. but no; they left the ghastly tract inviolate.
But HAL 9000 is coming. The JC fed this language into the “OpenAI” text generator, and asked for a summary that a second grader (in old money, an eight-year-old) could understand and, well, the outcome is impressive:
Indemnifiable Tax is a kind of tax that is different from other taxes. It is a tax that is only imposed when someone is connected to the country or state that imposes the tax. This connection could be because the person is from the country, does business there, or has gotten money from there.
Negatives, negatives, everywhere
- ... other than a tax which would not be imposed but for...
Not only a triple negative, but since ISDA’s definition of Tax already contains a negative (being any tax that isn’t a Stamp Tax) and “Indemnifiable Tax” is itself often used in the negative (e.g. “a tax which is not an Indemnifiable Tax”) — or even double negative (e.g. “other than a tax which is not an Indemnifiable Tax”) in the body of the ISDA Master Agreement. That makes it a sextuple negative. Beat that ISLA.
- The JC’s famous Nutshell™ summary of this clause
- Stamp Taxes and Indemnfiable Taxes
- Withholding generally under the ISDA Master Agreement
- All right, I do wish to be overly negative. It’s in my nature.