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Guarantee And Indemnity Agreement

Guarantee And Indemnity Agreement Template for New Zealand

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Key Requirements PROMPT example:

Guarantee And Indemnity Agreement

"I need a Guarantee and Indemnity Agreement for our parent company to guarantee a NZD 5 million business loan to our subsidiary, with the guarantee to be secured against the parent company's commercial property and to include cross-default provisions with other group company loans."

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Document background
The Guarantee and Indemnity Agreement is a crucial legal instrument in New Zealand's commercial landscape, typically used when additional security is required for financial obligations or commercial transactions. This document is essential in situations where a creditor seeks assurance beyond the principal debtor's commitment, such as in loan agreements, lease arrangements, or major commercial contracts. The agreement combines both guarantee provisions (promising to pay if the principal debtor defaults) and indemnity provisions (providing independent protection against losses), making it a robust security instrument. It must comply with New Zealand's Contract and Commercial Law Act 2017, Credit Contracts and Consumer Finance Act 2003, and other relevant legislation. The document is particularly important in business financing, property transactions, and corporate group arrangements where parent companies guarantee subsidiaries' obligations.
Suggested Sections

1. Parties: Identifies the guarantor(s), the creditor, and the principal debtor whose obligations are being guaranteed

2. Background: Explains the context of the guarantee, including reference to the principal debt or obligation being guaranteed

3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation rules

4. Guarantee: Sets out the primary guarantee obligations, including the scope of guaranteed obligations and payment terms

5. Indemnity: Contains the indemnity provisions protecting the creditor against losses

6. Nature of Guarantee: Specifies that the guarantee is continuing, unconditional and irrevocable

7. Preservation of Rights: Ensures the creditor's rights are preserved despite various circumstances that might otherwise affect them

8. Guarantor Representations and Warranties: Contains guarantor's confirmations about their capacity and understanding of the obligations

9. Payment Terms: Specifies how and when payments must be made under the guarantee

10. Costs and Expenses: Addresses payment of enforcement costs and other expenses

11. Notices: Sets out how formal communications between parties should be made

12. General Provisions: Contains standard boilerplate clauses including governing law, jurisdiction, and assignment

Optional Sections

1. Security: Include when the guarantee is secured by specific assets or property

2. Multiple Guarantors: Include when there are multiple guarantors to address joint and several liability

3. Limit of Liability: Include when the guarantee is to be capped at a specific amount

4. Priority and Subordination: Include when there are multiple creditors or competing securities

5. Financial Covenants: Include when the guarantor must maintain specific financial metrics

6. Independent Legal Advice: Include when there's a requirement for the guarantor to obtain independent legal advice

7. Guarantee Release Conditions: Include when specific conditions for releasing the guarantee need to be documented

Suggested Schedules

1. Schedule 1 - Guaranteed Obligations: Details of the principal obligations being guaranteed

2. Schedule 2 - Security Details: Description of any security provided in support of the guarantee

3. Schedule 3 - Guarantor Information: Detailed information about the guarantor(s) including contact details and addresses for service

4. Schedule 4 - Underlying Agreement Details: Key details of the underlying agreement or facility being guaranteed

5. Appendix A - Form of Demand: Standard form for making a demand under the guarantee

6. Appendix B - Certificate of Independent Legal Advice: Form for confirming independent legal advice has been received

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreed Rate
Business Day
Claim
Collateral Security
Costs
Creditor
Default
Default Rate
Demand
Effective Date
Enforcement Event
Event of Default
Financial Indebtedness
Guarantee
Guaranteed Moneys
Guaranteed Obligations
Guarantor
Indemnified Amounts
Insolvency Event
Law
Liability
Loss
Material Adverse Effect
Notice
Obligations
Party
Permitted Security Interest
Principal Agreement
Principal Debtor
Principal Obligations
Recovery
Related Company
Related Person
Relevant Documents
Security
Security Interest
Taxes
Term
Transaction Documents
Underlying Agreement
Clauses
Guarantee
Indemnity
Payment Obligations
Representations and Warranties
Continuing Security
Preservation of Rights
Principal Debtor Obligations
Enforcement Rights
Payment Mechanics
Set-off Rights
Currency
Tax Gross-up
Costs and Expenses
Joint and Several Liability
Independent Obligations
Waiver of Defences
Assignment and Transfer
Confidentiality
Notices
Amendments
Severability
Governing Law
Jurisdiction
Service of Process
Waiver of Immunity
Counterparts
Electronic Execution
Time of Essence
Further Assurance
Entire Agreement
Relevant Industries

Banking and Financial Services

Real Estate

Construction

Manufacturing

Retail

Professional Services

Infrastructure

Agriculture

Mining

Education

Healthcare

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit Control

Commercial Operations

Corporate Secretariat

Business Development

Relevant Roles

Legal Counsel

Commercial Manager

Credit Manager

Risk Manager

Finance Director

Chief Financial Officer

Company Secretary

Compliance Officer

Contract Administrator

Business Development Manager

Treasury Manager

Corporate Finance Manager

Industries
Contract and Commercial Law Act 2017: This Act provides the fundamental framework for contract formation, enforcement, and remedies in New Zealand. It's crucial for ensuring the guarantee agreement meets basic contractual requirements.
Property Law Act 2007: Relevant for guarantees involving property security or mortgages, and contains provisions about the enforcement of securities and guarantees relating to property.
Credit Contracts and Consumer Finance Act 2003: Important when the guarantee relates to a consumer credit contract, providing protection for consumer guarantors and specific disclosure requirements.
Financial Service Providers (Registration and Dispute Resolution) Act 2008: Applicable if the guarantee is provided in connection with financial services, ensuring compliance with financial service provider requirements.
Personal Property Securities Act 1999: Relevant when the guarantee is secured by personal property, governing the registration and enforcement of security interests.
Fair Trading Act 1986: Ensures fair trading practices and prevents misleading or deceptive conduct in the context of guarantee arrangements.
Illegal Contracts Act 1970: Important for ensuring the guarantee agreement is not illegal or contrary to public policy.
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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