Guarantee And Indemnity Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Guarantee And Indemnity Agreement is a crucial legal instrument in Irish commercial practice, commonly used in various business contexts where one party seeks additional security for another's obligations. This document is essential in scenarios such as corporate group structures, project financing, real estate transactions, and general commercial lending. It provides dual protection through both guarantee and indemnity mechanisms, ensuring the Beneficiary has robust legal recourse under Irish law. The agreement must comply with Irish statutory requirements, including the Statute of Frauds (Ireland) 1695, and may need to address specific provisions of the Companies Act 2014 for corporate guarantors or consumer protection legislation for individual guarantors. The document typically includes detailed terms regarding the scope of guaranteed obligations, enforcement mechanisms, and the continuing nature of the security provided.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 legal definitions
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Financial Services

Banking

Real Estate

Construction

Manufacturing

Retail

Technology

Professional Services

Infrastructure

Energy

Healthcare

Telecommunications

Relevant Teams

Legal

Finance

Risk Management

Treasury

Compliance

Corporate Secretariat

Credit

Commercial

Business Development

Executive Leadership

Relevant Roles

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

Industries
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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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