¶¶Òõ¶ÌÊÓƵ

The Guarantee Indemnity Agreement is a crucial legal instrument in Nigerian business and financial transactions, commonly used when one party needs assurance about another party's ability to fulfill financial or performance obligations. This document is particularly relevant in scenarios involving corporate lending, project financing, or significant commercial transactions where additional security is required. The agreement combines two distinct legal concepts: a guarantee (a promise to pay another's debt) and an indemnity (a promise to compensate for loss), providing comprehensive protection for the beneficiary. Under Nigerian law, these agreements must comply with specific formality requirements, including proper execution, stamping, and in some cases, registration. The document typically includes detailed provisions about the scope of guaranteed obligations, trigger events for enforcement, and the extent of the guarantor's liability, all while ensuring compliance with Nigerian contract law principles and financial regulations.

1. Parties: Identifies and defines all parties to the agreement: the Guarantor, the Beneficiary, and the Principal Debtor

2. Background: Sets out the context of the guarantee and indemnity, including the underlying transaction or obligation being guaranteed

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Guarantee: Details the primary guarantee obligations, including the scope and limit of the guarantee

5. Indemnity: Specifies the indemnity obligations, including triggers and extent of indemnification

6. Nature of Guarantee and Indemnity: Establishes that the obligations are continuing, unconditional, and irrevocable

7. Representations and Warranties: Sets out the guarantor's confirmations regarding capacity, authority, and financial condition

8. Preservation of Rights: Protects the beneficiary's rights in various circumstances, including bankruptcy or changes to the underlying obligation

9. Payments: Specifies payment obligations, including timing, currency, and method of payment

10. Costs and Expenses: Allocates responsibility for costs related to preparation, enforcement, and preservation of the guarantee

11. Notices: Details how formal communications between parties should be made and when they are deemed received

12. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and establishes jurisdiction for disputes

13. Execution: Formal signing section including necessary attestation requirements under Nigerian law