Guarantor Indemnity Agreement Template for Netherlands

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Key Requirements PROMPT example:

Guarantor Indemnity Agreement

"I need a Dutch law Guarantor Indemnity Agreement where ABC Holdings BV will guarantee a €5 million commercial loan from Netherlands Bank NV to its subsidiary XYZ Operations BV, with the guarantee to become effective from March 1, 2025."

Document background
The Guarantor Indemnity Agreement is commonly used in the Netherlands when additional security is required for financial or commercial obligations. It serves as a risk mitigation tool where a third party (the guarantor) agrees to guarantee and indemnify the obligations of a principal debtor. This document is particularly valuable in commercial lending, corporate transactions, and real estate dealings where the creditor requires additional comfort beyond the principal debtor's covenant. The agreement must comply with Dutch Civil Code requirements and includes specific provisions for both guarantee and indemnity obligations, making it a more robust security instrument than a simple guarantee. It's essential when the underlying transaction value is significant or when the principal debtor's financial standing alone is insufficient to satisfy the creditor's requirements.
Suggested Sections

1. Parties: Identification of the Guarantor, the Beneficiary (Creditor), and reference to the Principal Debtor

2. Background: Context of the underlying obligation and the purpose of the guarantee and indemnity

3. Definitions: Definitions of key terms including 'Guaranteed Obligations', 'Principal Agreement', and other relevant terms

4. Guarantee: The primary guarantee obligations, including scope, limitations, and nature of the guarantee

5. Indemnity: The indemnity provisions, structured as a separate primary obligation

6. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and understanding of obligations

7. Payment Provisions: Terms regarding timing, method, and currency of payments, including tax gross-up if applicable

8. Continuing Security: Provisions establishing the guarantee as continuing security until full discharge

9. Enforcement: Circumstances and procedures for enforcement of the guarantee and indemnity

10. Preservation of Rights: Provisions preserving the beneficiary's rights in various circumstances

11. Notices: Communication requirements and contact details

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

Optional Sections

1. Consumer Protection Provisions: Required when the guarantor is a natural person, including mandatory warnings and acknowledgments under Dutch law

2. Corporate Guarantor Provisions: Additional provisions required for corporate guarantors, including corporate benefit statements

3. Financial Covenants: Optional financial maintenance requirements for the guarantor

4. Security Interest: Additional security provisions if the guarantee is secured by specific assets

5. Multiple Guarantors: Provisions governing the relationship between multiple guarantors if applicable

6. Currency Conversion: Provisions for handling multiple currencies if the guaranteed obligations involve different currencies

7. Assignment and Transfer: Provisions regarding the ability to transfer or assign rights under the guarantee

Suggested Schedules

1. Form of Demand: Template for making a demand under the guarantee

2. Principal Agreement: Copy or summary of the underlying agreement being guaranteed

3. Guaranteed Obligations: Detailed description or calculation of the guaranteed obligations

4. Corporate Authorizations: Copies of relevant corporate approvals and authorizations

5. Contact Details: Detailed contact information for all parties for notices and communications

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 Industries

Banking and Financial Services

Real Estate

Construction

Manufacturing

Retail

Commercial Lending

Infrastructure

Energy

Technology

Professional Services

Healthcare

Hospitality

Relevant Teams

Legal

Finance

Risk Management

Treasury

Compliance

Commercial

Credit Control

Corporate Secretariat

Business Development

Relevant Roles

Legal Counsel

Finance Director

Risk Manager

Credit Manager

Commercial Director

Chief Financial Officer

Treasury Manager

Contract Manager

Business Development Manager

Corporate Lawyer

Compliance Officer

Company Secretary

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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