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Contract Of Indemnity And Guarantee
"I need a Contract of Indemnity and Guarantee for our Indonesian subsidiary to guarantee a USD 5 million construction project completion by March 2025, with the parent company acting as guarantor and including specific performance metrics as trigger events."
1. Parties: Identification of all parties: the Guarantor/Indemnifier, the Principal Debtor, and the Beneficiary
2. Background: Context of the guarantee/indemnity, including reference to the primary obligation being guaranteed
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Indonesian law-specific terms
4. Scope of Guarantee and Indemnity: Detailed description of obligations covered, including maximum liability limits
5. Nature of Guarantee: Specification of whether the guarantee is continuing, irrevocable, and unconditional
6. Payment Obligations: Terms and conditions for payment, including timing and procedure
7. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
8. Enforcement and Claims Procedure: Process for making claims under the guarantee/indemnity
9. Duration and Release: Term of the guarantee/indemnity and conditions for discharge
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Confirmation of Indonesian law governance and dispute resolution provisions
1. Security Provisions: Required when specific assets are pledged as security for the guarantee
2. Multiple Guarantors: Include when there is more than one guarantor, defining joint and several liability
3. Corporate Authority: Required for corporate guarantors, including corporate approval requirements
4. Currency Provisions: Include when the guarantee involves cross-border transactions or multiple currencies
5. Assignment and Transfer: Include when rights under the guarantee may need to be transferred
6. Tax Provisions: Required when tax implications need specific addressing
7. Financial Covenants: Include when ongoing financial requirements are imposed on the guarantor
8. Counter-Indemnity: Include when the guarantor requires indemnification from the principal debtor
1. Schedule 1 - Guaranteed Obligations: Detailed list of the primary obligations covered by the guarantee
2. Schedule 2 - Form of Demand: Template for making claims under the guarantee
3. Schedule 3 - Security Assets: List of assets provided as security (if applicable)
4. Schedule 4 - Corporate Authorizations: Copies of relevant corporate approvals and resolutions
5. Appendix A - Primary Agreement: Copy of the main agreement being guaranteed
6. Appendix B - Financial Statements: Recent financial statements of the guarantor (if required)
Authors
Applicable Law
Beneficiary
Business Day
Claim
Commencement Date
Default
Default Interest
Demand
Effective Date
Enforcement Event
Event of Default
Guaranteed Obligations
Guarantor
Indemnified Party
Indemnity
Interest Rate
Liability
Loss
Material Adverse Change
Maximum Liability Amount
Notice
Parties
Payment Date
Principal Agreement
Principal Debtor
Principal Obligations
Recovery
Related Rights
Secured Obligations
Security
Security Period
Termination Date
Transaction Documents
Ultimate Balance
Working Hours
Definitions
Guarantee
Indemnity
Payment Obligations
Continuing Security
Representations and Warranties
Undertakings
Default
Enforcement
Claims Procedure
Security
Release and Discharge
Assignment
Set-off
Currency
Interest
Costs and Expenses
Notices
Amendments
Severability
Waiver
Confidentiality
Force Majeure
Counterparts
Further Assurance
Entire Agreement
Governing Law
Dispute Resolution
Language Requirements
Banking & Financial Services
Construction & Infrastructure
Manufacturing
Real Estate
Insurance
International Trade
Retail
Energy
Mining
Telecommunications
Transportation & Logistics
Legal
Finance
Risk Management
Treasury
Compliance
Corporate Secretariat
Credit Control
Commercial Operations
Business Development
Corporate Affairs
Legal Counsel
Chief Financial Officer
Risk Manager
Corporate Secretary
Finance Director
Commercial Director
Treasury Manager
Credit Manager
Compliance Officer
General Counsel
Contract Manager
Business Development Manager
Company Director
Financial Controller
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