Guarantee And Indemnity Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
The Guarantee and Indemnity Agreement is a crucial security document used in Nigerian commercial and financial transactions where additional comfort is required for the performance of obligations. It is commonly used in lending transactions, commercial contracts, and corporate finance arrangements where one party seeks assurance of payment or performance from a third party. The document combines both guarantee and indemnity provisions, offering broader protection than a simple guarantee by providing an independent primary obligation through the indemnity. This dual structure is particularly important under Nigerian law as it helps overcome certain legal defenses that might be available to guarantors. The agreement must comply with Nigerian legal requirements, including the Statute of Frauds provisions requiring guarantees to be in writing, and where corporate guarantors are involved, the requirements of the Companies and Allied Matters Act 2020. It is essential for securing commercial transactions and facilitating business operations where credit or performance risks need to be mitigated.
Suggested Sections

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.

Optional Sections

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

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 - 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

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
Clauses
Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Construction

Infrastructure

Energy

Telecommunications

Commercial Trading

Agriculture

Mining

Transportation

Retail

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit

Commercial

Corporate Banking

Operations

Relevant Roles

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

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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