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General Indemnity Agreement Surety
"I need a General Indemnity Agreement Surety for a Canadian construction company with multiple subsidiaries, including personal indemnity provisions for three directors and their spouses, with specific trust fund provisions for projects in Ontario and British Columbia."
1. Parties: Identifies the Surety company and all Indemnitors (both corporate and individual)
2. Background: Explains the context of the agreement, including the Indemnitors' request for bonds and the Surety's requirements for indemnification
3. Definitions: Defines key terms including 'Bonds', 'Loss', 'Indemnity Obligations', 'Principal', and other relevant terms
4. Indemnification Obligations: Core provision detailing the scope of indemnity and the Indemnitors' obligation to reimburse the Surety
5. Security Interest and Collateral: Provisions regarding security interests granted to the Surety and management of collateral
6. Rights and Remedies of Surety: Details the Surety's rights in case of claims, including settlement authority and access to books/records
7. Representations and Warranties: Indemnitors' representations regarding their authority, financial condition, and disclosure
8. Joint and Several Liability: Establishes that all Indemnitors are jointly and severally liable for obligations
9. Premium Payments: Obligations regarding payment of premiums for bonds
10. Default and Enforcement: Defines events of default and enforcement mechanisms
11. Termination: Conditions and process for termination of the agreement
12. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Trust Fund Provisions: Special provisions for contract funds held in trust, typically used in construction contexts
2. Cross-Border Provisions: Additional terms for when Indemnitors operate in multiple jurisdictions
3. Power of Attorney: Specific authority granted to Surety to execute documents on behalf of Indemnitors
4. Special Collateral Requirements: Detailed provisions for unique collateral arrangements or specific assets
5. Financial Covenants: Specific financial maintenance requirements for corporate Indemnitors
6. Subordination Provisions: Terms regarding subordination of other debt or inter-creditor relationships
7. Spousal Consent: Required when individual Indemnitors' spouses need to consent to personal guarantees
8. Assignment and Succession: Special provisions for transfer or succession of indemnity obligations
1. Schedule A - List of Indemnitors: Detailed information about all corporate and individual Indemnitors
2. Schedule B - Bonds Schedule: List of existing bonds and terms for future bonds to be covered
3. Schedule C - Collateral Description: Detailed description of any specific collateral provided to Surety
4. Schedule D - Special Conditions: Any special conditions or requirements specific to particular Indemnitors or situations
5. Appendix 1 - Corporate Resolutions: Corporate authorization resolutions for each corporate Indemnitor
6. Appendix 2 - Financial Statements: Recent financial statements of corporate Indemnitors
7. Appendix 3 - Personal Net Worth Statements: Financial disclosure forms for individual Indemnitors
8. Appendix 4 - Specimen Signatures: Signature specimens of authorized signatories
Authors
Applicable Law
Bonds
Business Day
Claims
Collateral
Default
Effective Date
Event of Default
Guaranteed Obligations
Indemnitors
Indemnity Obligations
Loss
Material Adverse Change
Notice
Obligations
Party/Parties
Principal
Project
Related Entity
Security Interest
Surety
Surety Loss
Trust Funds
Underlying Agreements
Bond Application
Books and Records
Contract
Costs
Expenses
Governmental Authority
Interest Rate
Lien
Parent Company
Performance Obligations
Premium
Representatives
Security
Subsidiary
Term
Termination Date
Underwriting Requirements
Work
Representations and Warranties
Security Interest
Collateral
Default
Remedies
Premium Payment
Trust Funds
Assignment
Confidentiality
Notice
Amendment
Severability
Waiver
Governing Law
Jurisdiction
Dispute Resolution
Joint and Several Liability
Power of Attorney
Books and Records
Financial Reporting
Termination
Survival
Entire Agreement
Further Assurances
Force Majeure
Assignment and Succession
Subrogation Rights
Settlement Authority
Priority and Subordination
Compliance with Laws
Counterparts
Third Party Rights
Time of Essence
Costs and Expenses
Construction
Manufacturing
Engineering
Mining
Energy
Infrastructure Development
Transportation
Environmental Services
Government Contracting
Real Estate Development
Telecommunications
Legal
Finance
Risk Management
Treasury
Executive Leadership
Operations
Compliance
Commercial
Contract Administration
Corporate Governance
Chief Financial Officer
Risk Manager
Corporate Counsel
Legal Director
Treasury Manager
Contract Manager
Chief Executive Officer
Chief Operating Officer
Project Director
Commercial Director
Finance Director
Corporate Secretary
Compliance Officer
Business Development Manager
Operations Manager
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