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Contract Of Indemnity And Guarantee
"I need a Contract of Indemnity and Guarantee under Philippine law for a construction project worth 50 million pesos, where ABC Construction Corp will act as guarantor for XYZ Developers' obligations to Metro Manila Development Authority, with the guarantee period running until March 2025."
1. Parties: Identification of the Principal Debtor, Guarantor/Indemnifier, and Beneficiary
2. Background: Context of the agreement, including reference to the primary obligation being guaranteed
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Guarantee: The scope and nature of the guarantee obligation
5. Indemnity: The scope and nature of the indemnity obligation
6. Primary Obligations: Statement that obligations are primary and independent of the underlying obligation
7. Continuing Security: Provision establishing the continuing nature of the guarantee and indemnity
8. Claims Procedure: Process for making and responding to claims under the guarantee or indemnity
9. Payment Terms: Terms and conditions for payments, including timing and method
10. Representations and Warranties: Standard representations and warranties by the guarantor/indemnifier
11. Duration and Termination: Term of the agreement and conditions for termination
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction
13. Notices: Process and requirements for giving notices under the agreement
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Security: Include when specific assets are being provided as security for the guarantee
2. Multiple Guarantors: Include when there are multiple guarantors to address joint and several liability
3. Assignment and Transfer: Include when rights under the guarantee may need to be assigned
4. Step-In Rights: Include when the guarantor may need rights to step into the principal debtor's position
5. Currency Provisions: Include for cross-border transactions involving multiple currencies
6. Tax Provisions: Include when tax implications need to be specifically addressed
7. Costs and Expenses: Include when specific provisions about costs recovery are needed
8. Confidentiality: Include when sensitive commercial information is involved
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Form of Demand: Standard form for making demands under the guarantee
3. Schedule 3 - Security Assets: List and description of any security assets (if applicable)
4. Schedule 4 - Conditions Precedent: List of conditions that must be satisfied before the guarantee becomes effective
5. Schedule 5 - Contact Details: Detailed contact information for all parties and authorized representatives
6. Appendix A - Primary Agreement: Copy of the primary agreement being guaranteed
7. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations and powers of attorney
Authors
Beneficiary
Business Day
Claim
Claim Notice
Conditions Precedent
Demand
Effective Date
Event of Default
Guaranteed Obligations
Guarantor
Indemnified Losses
Indemnified Party
Indemnifier
Liability
Loss
Material Adverse Effect
Parties
Payment Currency
Permitted Transfer
Philippine Peso
Principal Agreement
Principal Debtor
Principal Obligations
Recovery
Related Rights
Relevant Documents
Security
Security Assets
Taxes
Term
Termination Date
Underlying Agreement
Working Hours
Indemnity
Representations and Warranties
Payment Obligations
Security
Default
Termination
Assignment
Confidentiality
Force Majeure
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Costs and Expenses
Third Party Rights
Time of Essence
Further Assurance
Set-off
Currency
Principal Obligations
Claims Procedure
Enforcement
Duration
Remedies
Subrogation Rights
Multiple Guarantors
Independent Obligations
Recovery
Discharge and Release
Banking and Financial Services
Construction and Real Estate
Manufacturing
Retail and Commercial
Infrastructure Development
Energy and Utilities
Technology and Telecommunications
Import/Export
Professional Services
Transportation and Logistics
Legal
Finance
Risk Management
Treasury
Compliance
Commercial Operations
Credit Control
Corporate Secretariat
Business Development
Project Management
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Risk Manager
Commercial Director
Treasury Manager
Contracts Manager
Credit Risk Officer
Company Director
Legal Operations Manager
Compliance Officer
Business Development Manager
Project Finance Manager
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