Negative Pledge Agreement Template for Ireland

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Key Requirements PROMPT example:

Negative Pledge Agreement

"I need a Negative Pledge Agreement under Irish law for a technology startup borrower, with specific carve-outs for IP licensing and R&D equipment leasing, to be effective from March 2025."

Document background
The Negative Pledge Agreement is a crucial document in Irish financing arrangements, typically used alongside facility agreements and other security documents. It serves as a protective mechanism for lenders by restricting the borrower's ability to grant security interests over its assets to other parties. This document is particularly relevant in unsecured lending scenarios or where lenders want additional protection beyond their existing security package. The agreement must comply with Irish law requirements and typically includes detailed provisions on permitted security, compliance monitoring, and enforcement mechanisms. It's commonly used in corporate financing, project finance, and general commercial lending transactions where maintaining the lender's priority position is crucial.
Suggested Sections

1. Parties: Identification of the pledgor and pledgee(s)

2. Background: Context of the agreement, including reference to any related facility agreements or other financing arrangements

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Negative Pledge Undertaking: Core covenant not to create or permit to subsist any security interest over assets

5. Permitted Security: Specific exceptions to the negative pledge undertaking

6. Representations and Warranties: Pledgor's confirmations regarding capacity, authority, and existing encumbrances

7. Duration: Term of the negative pledge and conditions for termination

8. Events of Default: Circumstances constituting breach and triggering enforcement rights

9. Remedies: Rights and remedies available upon breach

10. Further Assurance: Obligation to execute further documents and take additional steps if required

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction of Irish courts

Optional Sections

1. Security Trustee Provisions: Required when there are multiple creditors and a security trustee structure is used

2. Specific Asset Provisions: Include when certain categories of assets require special treatment or exceptions

3. Intercreditor Provisions: Required when there are multiple creditors with different priorities

4. Information Undertakings: Additional reporting requirements regarding creation of security interests

5. Change of Control: Include when pledge obligations need to address ownership changes

6. Costs and Expenses: Detailed provisions on cost allocation, particularly for complex transactions

Suggested Schedules

1. Schedule 1 - Secured Obligations: Details of the underlying obligations protected by the negative pledge

2. Schedule 2 - Permitted Security: Comprehensive list of permitted exceptions to the negative pledge

3. Schedule 3 - Form of Compliance Certificate: Template for periodic confirmation of compliance with pledge obligations

4. Schedule 4 - Existing Security: List of security interests existing at the time of agreement that are permitted to continue

5. Appendix A - Notice Requirements: Detailed procedures for serving notices under the agreement

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
Relevant Industries

Banking & Financial Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Infrastructure

Energy

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit

Banking Operations

Securities Administration

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Banking Lawyer

Risk Manager

Credit Manager

Compliance Officer

Corporate Secretary

Finance Manager

Loan Officer

Security Trustee Officer

Industries
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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