Gap Indemnity Agreement Template for England and Wales

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Key Requirements PROMPT example:

Gap Indemnity Agreement

"I need a Gap Indemnity Agreement to cover a potential title registration gap for a commercial property purchase in Manchester, where the gap period is between January 2025 and March 2025, with coverage of up to £2 million."

Document background
Gap Indemnity Agreements are crucial documents in English and Welsh property transactions where there are breaks or inconsistencies in the chain of title registration. These agreements become necessary when there is a period during which the title to a property was not properly registered at the Land Registry, creating potential risks for current owners or purchasers. The Gap Indemnity Agreement provides protection against any claims or losses that might arise from these unregistered periods, typically covering legal costs and potential compensation payments. This type of agreement is particularly common in situations involving historical property transfers, lost documentation, or administrative delays in registration.
Suggested Sections

1. Parties: Details of the indemnifier and the indemnified party

2. Background: Explains the context of the gap in title and why the indemnity is needed

3. Definitions: Key terms including Property, Gap Period, Title Defect, Claims

4. Scope of Indemnity: Precise details of what risks are covered during the gap period

5. Duration: Period of coverage and any conditions for termination

6. Claims Procedure: Process for making claims under the indemnity

7. Limitations: Any caps, exclusions or conditions on the indemnity

Optional Sections

1. Premium Payment: Terms of payment if a premium is charged - used when the indemnity is provided by an insurance company for a fee

2. Assignment: Rights to transfer the benefit of the indemnity - used when the property might be sold or transferred

3. Multiple Properties: Specific provisions for multiple properties - used when the indemnity covers more than one property

Suggested Schedules

1. Property Description: Detailed description of the property including title number

2. Title Documents: List of relevant title documents and details of the gap period

3. Plan: Property plan showing the affected area

4. Claims Form: Standard form for making claims under the indemnity

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Law of Property Act 1925: Primary legislation governing property law in England and Wales, particularly sections concerning land registration and property rights

Land Registration Act 2002: Key legislation dealing with title registration and gaps in title, essential for understanding the context of gap indemnity

Limitation Act 1980: Legislation setting time limits for bringing claims, relevant for determining the limitation period for indemnity claims

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may acquire rights under contracts, including indemnity agreements

Contract Law Fundamentals: Common law principles including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Indemnity Principles: Common law rules regarding the construction of indemnities, including scope and extent of coverage

Financial Services and Markets Act 2000: Regulatory framework for financial services, relevant if the indemnity provider is a regulated entity

Consumer Rights Act 2015: Legislation protecting consumer rights, applicable if one party to the agreement is a consumer rather than a business

FCA Regulations: Financial Conduct Authority regulations that may apply to parties involved in the agreement

Land Registry Requirements: Practical requirements and guidelines set by the Land Registry for property transactions and registration

Law Society Guidelines: Professional guidance from the Law Society regarding property transactions and indemnity agreements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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