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Deductible Indemnity Agreement
"I need a Deductible Indemnity Agreement under German law for a manufacturing company acquisition closing in March 2025, with a €500,000 deductible and specific provisions for environmental liabilities."
1. Parties: Identification and details of the indemnitor and indemnitee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification arrangement
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Deductible Amount', 'Claims', and 'Losses'
4. Scope of Indemnification: Detailed description of events, losses, and circumstances covered by the indemnity
5. Deductible Structure: Specification of the deductible amount, how it applies, and calculation methodology
6. Claims Process: Procedures for making claims, including notification requirements, timing, and documentation
7. Payment Terms: Terms for payment of indemnified amounts, including currency, timing, and method
8. Limitations and Exclusions: Specific limitations on the indemnity and excluded events or losses
9. Duration and Termination: Term of the agreement and circumstances under which it may be terminated
10. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
11. Entire Agreement: Standard clause confirming this document represents the complete agreement between parties
1. Insurance Requirements: Required when specific insurance coverage must be maintained by either party
2. Third Party Rights: Include when benefits of the indemnity extend to third parties
3. Subrogation Rights: Required when dealing with insurance-related indemnities or recovery rights
4. Currency Conversion: Include for international agreements where multiple currencies may be involved
5. Tax Provisions: Required when tax implications of indemnity payments need specific addressing
6. Force Majeure: Include when certain extraordinary events should affect indemnity obligations
7. Confidentiality: Required when the agreement involves sensitive commercial information
1. Schedule 1 - Calculation of Deductible: Detailed methodology and examples of deductible calculations
2. Schedule 2 - Claims Documentation Requirements: List of required documents and evidence for making claims
3. Schedule 3 - Excluded Events: Comprehensive list of events and circumstances excluded from indemnification
4. Appendix A - Claim Form Template: Standard form for submitting indemnification claims
5. Appendix B - Notice Requirements: Detailed procedures and contact information for claim notifications
6. Appendix C - Payment Processing Details: Banking and payment processing information for both parties
Authors
Agreement
Applicable Law
Business Day
Claim
Claim Notice
Commencement Date
Confidential Information
Control
Costs
Damages
Deductible
Deductible Amount
Effective Date
Excluded Claims
Force Majeure Event
Group
Indemnified Event
Indemnified Party
Indemnifying Party
Indemnity Payment
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Per Claim Deductible
Permitted Recipients
Representatives
Subsidiary
Term
Territory
Third Party Claim
Threshold Amount
Working Hours
Definitions
Interpretation
Indemnification
Deductible
Claims Process
Payment Terms
Limitations of Liability
Notice Requirements
Duration and Termination
Force Majeure
Confidentiality
Assignment
Subrogation
Insurance
Third Party Rights
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Costs
Notices
Governing Law
Jurisdiction
Dispute Resolution
Language
Data Protection
Tax
Currency
Insurance
Financial Services
Manufacturing
Real Estate
Construction
Technology
Healthcare
Energy
Retail
Transportation and Logistics
Professional Services
Legal
Risk Management
Finance
Compliance
Treasury
Operations
Corporate Development
Insurance
Procurement
Business Development
Risk Manager
Legal Counsel
Chief Financial Officer
Insurance Manager
Compliance Officer
Corporate Counsel
Finance Director
Treasury Manager
General Counsel
Contract Manager
Chief Risk Officer
Business Development Director
Operations Manager
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