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Loan Indemnification Agreement
"I need a Loan Indemnification Agreement under Irish law where a parent company provides indemnification for a €5 million commercial property loan to its subsidiary, with specific provisions for step-in rights and quarterly reporting requirements."
1. Parties: Identifies and defines all parties to the agreement - typically the Indemnifier, the Lender, and potentially the original Borrower
2. Background: Sets out the context of the agreement, including reference to the original loan agreement and the purpose of the indemnification
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Scope of Indemnification: Clearly defines the extent and nature of the indemnification obligation
5. Indemnification Terms: Details the specific circumstances under which the indemnification becomes effective and the obligations of the indemnifier
6. Payment Terms: Specifies how and when payments under the indemnification must be made
7. Representations and Warranties: States the facts and assurances provided by each party
8. Covenants: Outlines ongoing obligations and restrictions on the parties
9. Events of Default: Defines circumstances that constitute a breach and trigger enforcement rights
10. Remedies: Sets out the rights and remedies available to parties in case of default
11. Duration and Termination: Specifies the term of the agreement and circumstances for termination
12. Notices: Provides the mechanism and addresses for formal communications between parties
13. Governing Law and Jurisdiction: Confirms Irish law as governing law and establishes jurisdiction for disputes
14. Execution: Formal signing section with signature blocks for all parties
1. Security: Include when the indemnification is backed by specific assets or guarantees
2. Assignment and Transfer: Include when parties want to explicitly address the ability to transfer rights under the agreement
3. Costs and Expenses: Include when there's a need to specify who bears various costs related to the agreement
4. Tax Provisions: Include when tax implications need to be specifically addressed
5. Force Majeure: Include when parties want to address circumstances beyond their control
6. Confidentiality: Include when sensitive information is involved and needs protection
7. Anti-Money Laundering Compliance: Include when required by the nature of the transaction or parties involved
8. Step-In Rights: Include when lender needs right to take control in specific circumstances
1. Schedule 1 - Original Loan Agreement: Copy or key terms of the underlying loan agreement being indemnified
2. Schedule 2 - Payment Schedule: Detailed payment terms and schedules if applicable
3. Schedule 3 - Security Details: Details of any security or collateral provided for the indemnification
4. Schedule 4 - Form of Notice: Standard forms for various notices required under the agreement
5. Schedule 5 - Conditions Precedent: List of conditions that must be satisfied before the agreement becomes effective
6. Appendix A - Calculation of Payments: Methodology for calculating payments under the indemnification
7. Appendix B - Contact Details: Detailed contact information for all parties and their representatives
Authors
Banking
Financial Services
Real Estate
Construction
Manufacturing
Private Equity
Commercial Property
Infrastructure
Healthcare
Retail
Technology
Energy
Agriculture
Transportation
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Corporate Finance
Commercial Banking
Loan Operations
Document Management
Portfolio Management
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Risk Manager
Credit Risk Officer
Commercial Banking Manager
Loan Officer
Corporate Finance Manager
Compliance Officer
Financial Controller
Company Secretary
Senior Legal Advisor
Banking Relationship Manager
Credit Analyst
Portfolio Manager
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