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Gap Indemnity Agreement
"Need a Gap Indemnity Agreement for our automotive dealership to cover the difference between insurance payouts and outstanding loan balances for our premium vehicle financing program, with specific provisions for vehicles valued over $100,000 and a term starting March 1, 2025."
1. Parties: Identification and details of all parties to the agreement, including the indemnifier and indemnitee
2. Background: Context of the gap being covered, circumstances leading to the agreement, and relevant transaction details
3. Definitions: Key terms used throughout the agreement including 'Gap Period', 'Covered Losses', 'Indemnity Amount'
4. Scope of Indemnity: Detailed description of the gap coverage, specific losses or liabilities covered, and exclusions
5. Terms of Payment: Payment obligations, mechanisms, timing, and conditions for indemnity payments
6. Claims Procedure: Process for making claims, required documentation, and timing requirements
7. Duration: Term of the agreement, effective date, and any renewal provisions
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Governing Law: Jurisdiction and applicable law governing the agreement
1. Security Provisions: Additional security measures for the indemnity, used when collateral or other security is required
2. Insurance Requirements: Specific insurance obligations and requirements, included when insurance coverage is part of the arrangement
3. Assignment Provisions: Rules regarding transfer of rights and obligations, used when assignment needs to be specifically addressed
4. Dispute Resolution: Specific procedures for resolving disputes, included when standard court jurisdiction is not preferred
1. Schedule A - Covered Losses: Detailed list of specific losses covered under the indemnity
2. Schedule B - Payment Schedule: Detailed payment terms, conditions, and timing
3. Schedule C - Security Documents: Additional security documentation and requirements
4. Schedule D - Claims Documentation: Forms and requirements for making claims under the agreement
Authors
Applicable Law
Business Day
Claim
Covered Loss
Effective Date
Gap Amount
Gap Period
Indemnified Party
Indemnifying Party
Indemnity Payment
Insurance Policy
Lender
Liability
Loss
Material Adverse Effect
Notice
Outstanding Balance
Party/Parties
Payment Date
Principal Amount
Recovery
Security Interest
Term
Underlying Asset
Underlying Transaction
Value
Payment Terms
Notification Requirements
Claims Procedure
Coverage Limits
Representations and Warranties
Conditions Precedent
Duration and Termination
Security and Collateral
Insurance Requirements
Assignment and Transfer
Confidentiality
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendments
Severability
Waiver
Entire Agreement
Counterparts
Third Party Rights
Survival
Remedies
Subrogation Rights
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