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Deed Of Indemnity
1. Parties: Identifies and defines the Indemnitor (party providing the indemnity) and the Indemnitee (party receiving the protection), including full legal names and addresses
2. Background: Sets out the context and circumstances leading to the need for the indemnity
3. Definitions: Defines key terms used throughout the deed, including 'Losses', 'Claims', 'Indemnified Events' and other relevant terminology
4. Indemnity: Core section detailing the scope of the indemnity, what losses are covered, and the circumstances under which the indemnity applies
5. Duration: Specifies the period during which the indemnity remains effective, including any survival provisions
6. Claims Procedure: Details the process for making claims under the indemnity, including notice requirements and time limits
7. Limitations: Sets out any limitations on the indemnity, including financial caps, time limits, and excluded claims
8. Payment Terms: Specifies how and when payments under the indemnity must be made
9. Representations and Warranties: Contains statements of fact and promises made by the parties
10. Governing Law and Jurisdiction: Confirms Danish law as governing law and specifies jurisdiction for disputes
11. Execution: Formal execution block meeting Danish legal requirements for deeds
1. Security: Optional section for when additional security (such as a bank guarantee) is required to support the indemnity
2. Insurance: Details of required insurance coverage, used when specific insurance requirements are linked to the indemnity
3. Third Party Rights: Required when the indemnity is intended to benefit or affect rights of third parties
4. Assignment: Include when transfer rights need to be specifically addressed
5. Subrogation Rights: Include when dealing with insurance-related indemnities or where subrogation rights need to be addressed
6. Dispute Resolution: Alternative dispute resolution procedures, if parties wish to specify mediation or arbitration instead of court proceedings
7. Force Majeure: Include when certain events should suspend or modify indemnity obligations
1. Schedule 1 - Specified Events: Detailed list of events or circumstances covered by the indemnity
2. Schedule 2 - Claim Form Template: Standard form for making claims under the indemnity
3. Schedule 3 - Excluded Losses: Specific list of losses or claims that are excluded from the indemnity
4. Schedule 4 - Supporting Documents: List of any background documents or related agreements referenced in the main deed
5. Appendix A - Power of Attorney: If required, documentation proving authority to enter into the deed
6. Appendix B - Corporate Approvals: Copies of relevant corporate approvals or resolutions authorizing the indemnity
Authors
Business Day
Claim
Commencement Date
Confidential Information
Control
Costs
Danish Business Day
Effective Date
Encumbrance
Event of Default
Excluded Claims
Force Majeure Event
Group
Indemnitee
Indemnified Event
Indemnified Persons
Indemnitor
Insolvency Event
Laws
Liability
Losses
Material Adverse Effect
Notice
Parties
Permitted Recipients
Proceedings
Related Persons
Relevant Period
Representatives
Security Interest
Specified Events
Subsidiary
Tax
Term
Territory
Third Party Claim
Working Hours
Definitions
Indemnity Scope
Duration
Claims Procedure
Payment Terms
Limitations of Liability
Representations and Warranties
Confidentiality
Notice Requirements
Assignment and Transfer
Third Party Rights
Security Provisions
Insurance Requirements
Force Majeure
Costs and Expenses
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Further Assurance
Time of Essence
Governing Law
Jurisdiction
Dispute Resolution
Execution
Subrogation Rights
Set-off Rights
Survival Provisions
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