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Guarantee And Indemnity Agreement
"I need a Guarantee and Indemnity Agreement under Nigerian law for our corporate lending facility where XYZ Holdings will act as guarantor for its subsidiary's 50 million Naira loan facility, to be effective from March 2025."
1. Parties: Identifies the guarantor(s), the beneficiary (creditor), and the principal debtor
2. Background: Sets out the context of the underlying transaction and the purpose of the guarantee
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Guarantee and Indemnity: Core section establishing the guarantee and indemnity obligations
5. Scope of Guarantee: Defines the extent and limitations of the guaranteed obligations
6. Nature of Guarantee: Establishes that the guarantee is continuing, unconditional, and irrevocable
7. Preservation of Rights: Ensures the guarantee remains valid despite variations to the underlying obligation
8. Payments: Details the mechanics and timing of payments under the guarantee
9. Representations and Warranties: Standard representations and warranties by the guarantor
10. Enforcement: Sets out when and how the guarantee can be enforced
11. Assignment and Transfer: Governs the ability to transfer rights under the guarantee
12. Notices: Specifies how formal communications should be made
13. Governing Law and Jurisdiction: Confirms Nigerian law applies and specifies jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Corporate Authority: Required when the guarantor is a corporate entity, including corporate authorization provisions
2. Multiple Guarantors: Added when there are multiple guarantors to address joint and several liability
3. Security Provisions: Included when specific assets are being charged as security
4. Currency Provisions: Required for cross-border transactions involving multiple currencies
5. Tax Gross-up: Added when tax implications need to be addressed explicitly
6. Financial Covenants: Include when ongoing financial requirements are imposed on the guarantor
7. Costs and Expenses: Optional detailed section on allocation of costs and expenses
8. Power of Attorney: Added when the beneficiary requires power to execute certain documents on behalf of the guarantor
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 - Conditions Precedent: List of documents and conditions required before the guarantee becomes effective
4. Schedule 4 - Corporate Information: Corporate details of the guarantor (if corporate guarantor)
5. Schedule 5 - Secured Assets: Description of any assets specifically charged as security (if applicable)
6. Appendix A - Board Resolution: Format of required corporate approvals (for corporate guarantors)
7. Appendix B - Compliance Certificate: Standard form for periodic compliance certification if required
Authors
Principal Agreement
Event of Default
Beneficiary
Guarantor
Principal Debtor
Security
Business Day
Demand
Enforcement Event
Guarantee Period
Indemnified Amounts
Interest Rate
Material Adverse Effect
Permitted Security
Related Rights
Security Period
Secured Obligations
Tax
Default Interest
Encumbrance
Financial Indebtedness
Group
Insolvency Event
Law
Losses
Nigerian Naira
Notice
Payment Date
Potential Event of Default
Security Documents
Subsidiary
Transaction Documents
Working Hours
Written Demand
Indemnity
Payment Obligations
Representations and Warranties
Continuing Security
Principal Debtor Obligations
Enforcement Rights
Assignment and Transfer
Set-off Rights
Currency Provisions
Tax Gross-up
Costs and Expenses
Severability
Entire Agreement
Amendments
Notices
Governing Law
Jurisdiction
Waiver
Confidentiality
Force Majeure
Remedies and Waivers
Counterparts
Further Assurance
Time of Essence
Joint and Several Liability
Release of Liability
Reinstatement
Security Rights
Default Interest
Power of Attorney
Banking and Financial Services
Real Estate
Manufacturing
Construction
Infrastructure
Energy
Telecommunications
Commercial Trading
Agriculture
Mining
Transportation
Retail
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit
Commercial
Corporate Banking
Operations
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Credit Risk Manager
Commercial Director
Treasury Manager
Compliance Officer
Contract Manager
Risk Officer
Corporate Banking Manager
Security Trustee
Transaction Manager
Chief Legal Officer
Senior Finance Manager
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