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Guarantee And Indemnity Agreement
"I need a Guarantee and Indemnity Agreement under Irish law for our parent company to guarantee a €5 million business loan to our subsidiary, with the agreement to be effective from March 1, 2025."
1. Parties: Identifies and defines all parties to the agreement: the Guarantor(s), the Beneficiary, and the Principal Debtor
2. Background: Sets out the context of the guarantee, including details of the primary obligation being guaranteed
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Guarantee: Details the primary guarantee obligations, including the scope and extent of the guaranteed obligations
5. Indemnity: Sets out the indemnity obligations of the guarantor(s)
6. Nature of Guarantee and Indemnity: Specifies that the guarantee and indemnity are continuing, unconditional and irrevocable
7. Preservation of Rights: Establishes that the guarantee remains valid despite various circumstances that might otherwise discharge it
8. Payments: Details payment obligations, including timing, method, and currency of payments
9. Representations and Warranties: Contains guarantor's representations and warranties regarding capacity and authority
10. Duration and Release: Specifies when the guarantee will terminate and conditions for release
11. Enforcement: Sets out when and how the guarantee can be enforced
12. Governing Law and Jurisdiction: Specifies Irish law as governing law and establishes jurisdiction for disputes
1. Security: Include when the guarantee is supported by specific security arrangements
2. Multiple Guarantors: Include when there is more than one guarantor, detailing joint and several liability
3. Corporate Guarantor Provisions: Include when the guarantor is a company, addressing corporate authority and capacity
4. Consumer Protection Provisions: Include when the guarantor is a consumer, incorporating mandatory consumer protection requirements
5. Currency Provisions: Include for cross-border transactions involving multiple currencies
6. Assignment and Transfer: Include when rights under the guarantee may need to be assigned or transferred
7. Costs and Expenses: Include when specific cost allocation arrangements are required
8. Notices: Include when formal notice provisions are required for communications between parties
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Form of Demand: Standard form for making demands under the guarantee
3. Schedule 3 - Security Documents: List and details of any security documents (if applicable)
4. Schedule 4 - Conditions Precedent: List of documents and conditions required before the guarantee becomes effective
5. Appendix A - Original Facility Agreement: Copy of or reference to the underlying agreement being guaranteed
6. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations where guarantor is a company
Authors
Beneficiary
Business Day
Default
Default Interest
Demand
Encumbrance
Event of Default
Facility Agreement
Financial Indebtedness
Guaranteed Obligations
Guarantor
Indemnified Amounts
Insolvency Event
Interest Period
Irish Law
Liability
Loss
Material Adverse Change
Original Facility Agreement
Party/Parties
Principal Debtor
Principal Agreement
Required Currency
Security
Security Documents
Secured Obligations
Taxes
Working Hours
VAT
Costs
Authority
Enforcement Action
Guaranteed Documents
Potential Event of Default
Related Rights
Relevant Documents
Security Interest
Termination Date
Underlying Agreement
Guarantee
Indemnity
Continuing Security
Representations and Warranties
Payment Obligations
Default Interest
Currency
Tax Gross-up
Costs and Expenses
Discharge and Release
Set-off Rights
Assignment and Transfer
Amendments and Waivers
Severability
Remedies and Waivers
Joint and Several Liability
Notices
Counterparts
Entire Agreement
Third Party Rights
Confidentiality
Force Majeure
Further Assurance
Governing Law
Jurisdiction
Enforcement
Preservation of Rights
Principal Debtor Insolvency
Reinstatement
Postponement of Rights
Security Provisions
Demand Requirements
Duration
Independent Obligations
Financial Services
Banking
Real Estate
Construction
Manufacturing
Retail
Technology
Professional Services
Infrastructure
Energy
Healthcare
Telecommunications
Legal
Finance
Risk Management
Treasury
Compliance
Corporate Secretariat
Credit
Commercial
Business Development
Executive Leadership
Legal Counsel
Chief Financial Officer
Risk Manager
Commercial Director
Corporate Secretary
Finance Director
Treasury Manager
Credit Manager
Compliance Officer
General Counsel
Senior Legal Advisor
Contract Manager
Business Development Director
Company Director
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