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Indemnity Contract
"I need an Indemnity Contract to protect my company against potential environmental liabilities arising from the purchase of a manufacturing facility in Munich, with the seller providing indemnification for any pre-existing contamination discovered before March 2025."
1. Parties: Identification and details of the indemnifier and indemnitee
2. Background: Context of the indemnity arrangement and the relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement, including 'Indemnified Party', 'Loss', 'Claims', etc.
4. Scope of Indemnification: Detailed description of what losses, damages, or liabilities are covered by the indemnity
5. Indemnification Obligations: Core provisions detailing the indemnifier's obligations and conditions for indemnification
6. Limitations and Exclusions: Specific limitations on the scope of indemnity and excluded events or circumstances
7. Claims Procedure: Process for making and handling indemnification claims, including notice requirements and timing
8. Duration: Term of the indemnity obligation and any survival provisions
9. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
10. Notices: Formal requirements for all communications under the agreement
1. Insurance Requirements: Required when the indemnifier must maintain specific insurance coverage to back the indemnity
2. Security: Used when additional security (such as bank guarantees) is required to secure the indemnity obligations
3. Third Party Rights: Relevant when the indemnity extends to affiliates or other third parties
4. Assignment and Transfer: Include when transfer rights need to be specifically addressed
5. Dispute Resolution: Detailed alternative dispute resolution procedures, if preferred over standard court proceedings
6. Force Majeure: Include when certain extraordinary events should affect the indemnity obligations
7. Relationship to Other Agreements: Required when the indemnity is part of a larger transaction or related to other contracts
1. Schedule of Covered Risks: Detailed list of specific risks, losses, or circumstances covered by the indemnity
2. Calculation of Losses: Methodology and principles for calculating indemnifiable losses
3. Claim Form Template: Standard form for submitting indemnification claims
4. Notice Requirements: Detailed procedures and requirements for serving notices
5. Security Documents: Forms of any required security instruments or guarantees
6. Insurance Requirements: Detailed specifications of required insurance coverage and terms
Authors
Affiliate
Business Day
Claim
Claim Notice
Confidential Information
Control
Damages
Effective Date
Encumbrance
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnification Period
Losses
Material Adverse Effect
Notice
Party/Parties
Person
Proceedings
Related Parties
Representatives
Security
Subsidiary
Term
Territory
Third Party Claim
Transaction Documents
Working Hours
Scope of Indemnity
Limitation of Liability
Claims Procedure
Notice Requirements
Duration and Survival
Representations and Warranties
Confidentiality
Force Majeure
Insurance Requirements
Security Provisions
Payment Terms
Tax Provisions
Assignment and Transfer
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
Severability
Entire Agreement
Amendment and Waiver
Counterparts
Further Assurance
Costs and Expenses
Time of Essence
Relationship of Parties
Compliance with Laws
Notices
Termination Rights
Financial Services
Manufacturing
Construction
Insurance
Real Estate
Technology
Healthcare
Energy
Transportation
Professional Services
Retail
Telecommunications
Legal
Risk Management
Compliance
Finance
Corporate Development
Insurance
Treasury
Executive Leadership
Corporate Governance
Mergers & Acquisitions
Chief Legal Officer
General Counsel
Risk Manager
Chief Financial Officer
Corporate Lawyer
Compliance Officer
Contract Manager
Legal Director
Business Development Director
Chief Executive Officer
Chief Risk Officer
Insurance Manager
Corporate Secretary
Senior Legal Counsel
Transaction Manager
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