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Gap Indemnity Agreement
"I need a Gap Indemnity Agreement under Philippine law for ABC Bank as beneficiary, covering potential security gaps during a three-month property development refinancing period starting March 1, 2025, with XYZ Development Corporation as the indemnifier."
1. Parties: Identifies and defines all parties to the agreement, including the indemnifier and the beneficiary
2. Background: Sets out the context of the agreement, including reference to the underlying transaction or facility
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Indemnity: Clearly defines the gap being covered and the extent of the indemnity obligation
5. Payment Terms: Specifies when and how payments under the indemnity must be made
6. Conditions Precedent: Lists any conditions that must be satisfied before the indemnity becomes effective
7. Representations and Warranties: States the assertions and guarantees made by each party
8. Covenants: Details ongoing obligations of the parties during the term of the agreement
9. Duration and Termination: Specifies the term of the agreement and circumstances for termination
10. Claims Procedure: Sets out the process for making and handling indemnity claims
11. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes
12. Notices: Details how formal communications between parties should be made
13. General Provisions: Contains standard boilerplate clauses including severability, entire agreement, and amendments
1. Security: Include when additional security is provided to support the indemnity obligations
2. Step-In Rights: Include when the indemnifier has rights to take over certain obligations or actions
3. Multiple Parties: Include when there are multiple indemnifiers or beneficiaries to address joint and several liability
4. Currency Provisions: Include for cross-border transactions involving multiple currencies
5. Tax Provisions: Include when tax implications need specific addressing
6. Assignment and Transfer: Include when rights under the agreement may need to be transferred
7. Force Majeure: Include when certain events beyond parties' control should excuse performance
1. Schedule 1 - Calculation of Indemnity Amount: Details the methodology for calculating the indemnity amount
2. Schedule 2 - Form of Claim Notice: Template for submitting claims under the indemnity
3. Schedule 3 - Supporting Documents: List of required documents to support indemnity claims
4. Schedule 4 - Contact Details: Detailed contact information for all parties and authorized representatives
5. Appendix A - Related Agreements: Copies or references to related agreements affecting the indemnity
6. Appendix B - Powers of Attorney: If applicable, powers of attorney for signing parties
Authors
Beneficiary
Business Day
Claim Notice
Covered Obligations
Default
Effective Date
Enforcement Event
Event of Default
Gap Amount
Gap Period
Guaranteed Obligations
Indemnified Party
Indemnifier
Indemnity Amount
Indemnity Obligations
Indemnity Period
Loss
Material Adverse Effect
Original Facility Agreement
Payment Date
Permitted Security Interest
Principal Agreement
Relevant Documents
Secured Obligations
Security
Security Documents
Security Interest
Security Period
Shortfall Amount
Termination Date
Transaction Documents
Trigger Event
Underlying Agreement
Indemnity
Payment Obligations
Security
Representations and Warranties
Covenants
Conditions Precedent
Claims Procedure
Enforcement
Term and Termination
Assignment and Transfer
Confidentiality
Notices
Costs and Expenses
Tax
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Third Party Rights
Further Assurance
Banking
Financial Services
Real Estate
Automotive
Insurance
Asset Finance
Commercial Lending
Property Development
Manufacturing
Infrastructure
Legal
Finance
Risk Management
Treasury
Credit
Compliance
Corporate Finance
Commercial Operations
Security Administration
Chief Financial Officer
Finance Director
Legal Counsel
Risk Manager
Credit Manager
Commercial Director
Treasury Manager
Financial Controller
Compliance Officer
Security Trustee
Facility Agent
Legal Director
Corporate Finance Manager
Senior Credit Analyst
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