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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."
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
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
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
Beneficiary
Business Day
Default Interest
Default Notice
Demand
Enforcement Event
Event of Default
Guaranteed Documents
Guaranteed Obligations
Guarantor
Indemnified Party
Insolvency Event
Interest Period
Law
Material Adverse Effect
Parties
Payment Currency
Principal Agreement
Principal Debtor
Principal Obligations
Secured Liabilities
Security
Security Period
Tax
Working Hours
Indemnity
Representations and Warranties
Payment Obligations
Tax Gross-up
Currency Provisions
Continuing Security
Enforcement
Set-off Rights
Costs and Expenses
Assignment and Transfer
Amendments and Waivers
Severability
Notices
Governing Law
Jurisdiction
Waiver of Defenses
Default Interest
Financial Covenants
Information Undertakings
Authority and Capacity
Independent Obligations
Discharge and Release
Third Party Rights
Entire Agreement
Banking and Financial Services
Real Estate
Construction
Manufacturing
Retail
Commercial Lending
Infrastructure
Energy
Technology
Professional Services
Healthcare
Hospitality
Legal
Finance
Risk Management
Treasury
Compliance
Commercial
Credit Control
Corporate Secretariat
Business Development
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
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