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Contribution And Indemnity Agreement
"I need a Contribution and Indemnity Agreement for a three-party joint venture in the renewable energy sector, where two companies will contribute capital and technology to a project company in India, with specific indemnification provisions for environmental liabilities."
1. Parties: Identification of all parties to the agreement including contributors and beneficiaries
2. Background: Recitals explaining the context and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Contribution Obligations: Details of the contribution commitments, including amount, nature, and timing
5. Mechanics of Contribution: Process and procedures for making contributions
6. Indemnification Obligations: Scope and extent of indemnification, including triggers and covered losses
7. Claims Process: Procedures for making and responding to indemnification claims
8. Representations and Warranties: Statements of fact and assurances from each party
9. Covenants: Ongoing obligations and commitments of the parties
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Multiple Contributor Provisions: Additional provisions for agreements with multiple contributors, including contribution sharing and priority
2. Security Arrangements: Provisions for any security or collateral supporting the contribution obligations
3. Step-In Rights: Rights of parties to step in and fulfill obligations of defaulting contributors
4. Tax Provisions: Specific provisions dealing with tax implications of contributions and indemnity payments
5. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation
6. Force Majeure: Provisions dealing with events beyond parties' control affecting contribution obligations
7. Confidentiality: Provisions for protecting confidential information exchanged under the agreement
1. Schedule 1 - Contribution Details: Detailed breakdown of contribution amounts, timing, and nature
2. Schedule 2 - Contribution Mechanics: Detailed procedures and requirements for making contributions
3. Schedule 3 - Indemnified Matters: Specific list of matters covered by the indemnification
4. Schedule 4 - Claims Procedure: Detailed process for making and handling indemnification claims
5. Schedule 5 - Form of Notice: Template for formal notices under the agreement
6. Appendix A - Required Documents: List of documents required for making contributions or claims
7. Appendix B - Contact Details: Detailed contact information for all parties and their representatives
Authors
Applicable Law
Business Day
Claim
Claim Notice
Contribution
Contribution Date
Contribution Obligation
Contributors
Default Interest Rate
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Matters
Losses
Material Adverse Effect
Notice
Parties
Payment Date
Permitted Encumbrance
Person
Project
Project Documents
Representatives
Security
Security Documents
Specified Contribution
Tax
Term
Transaction Documents
Transfer
Definitions
Interpretation
Contribution Obligations
Payment Terms
Conditions Precedent
Representations and Warranties
Indemnification
Claims Procedure
Security
Covenants
Events of Default
Remedies
Force Majeure
Confidentiality
Assignment
Notices
Amendments
Waiver
Severability
Counterparts
Further Assurance
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Infrastructure
Real Estate
Financial Services
Manufacturing
Energy
Mining
Technology
Healthcare
Construction
Transportation
Private Equity
Joint Ventures
Legal
Finance
Risk Management
Corporate Affairs
Treasury
Compliance
Business Development
Project Management
Investment
Operations
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Risk Manager
Project Manager
Investment Manager
Compliance Officer
Corporate Secretary
Business Development Manager
Joint Venture Manager
Treasury Manager
General Counsel
Transaction Lawyer
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