The Deed of Guarantee and Indemnity is a crucial legal instrument in Dutch commercial and financial transactions, providing security and assurance for various business obligations. This document is commonly used when one party needs to guarantee the performance or payment obligations of another party, such as in loan agreements, commercial leases, or major business transactions. The deed must be executed as a notarial instrument under Dutch law, requiring the involvement of a civil law notary. It contains detailed provisions outlining the scope of the guarantee and indemnity, enforcement mechanisms, and the rights and obligations of all parties involved. The document is particularly important in situations where additional security is required beyond the principal debtor's own covenant, and it creates both primary and secondary obligations for the guarantor.
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1. Parties: Identification of the Guarantor, the Beneficiary, and the Principal Debtor
2. Background: Context of the guarantee, reference to the principal agreement, and purpose of the guarantee
3. Definitions and Interpretation: Definitions of key terms and interpretation clauses
4. Guarantee: Core guarantee obligations, scope, and limitations
5. Indemnity: Indemnification obligations and scope
6. Nature of Guarantee and Indemnity: Specification that obligations are primary, independent, and continuing
7. Preservation of Rights: Provisions ensuring guarantee remains valid despite variations to underlying obligation
8. Payments: Payment obligations, timing, and currency provisions
9. Representations and Warranties: Guarantor's representations regarding capacity and authority
10. Undertakings: Ongoing obligations of the Guarantor
11. Enforcement and Remedies: Rights and procedures for enforcing the guarantee
12. Costs and Expenses: Allocation of costs related to preparation and enforcement
13. Notices: Communication procedures between parties
14. General Provisions: Standard boilerplate clauses including severability, amendments, and governing law
1. Security: Include when the guarantee is secured by specific assets or rights
2. Tax Gross-up: Include when payments may be subject to withholding tax
3. Currency Indemnity: Include for cross-border transactions involving multiple currencies
4. Joint and Several Liability: Include when there are multiple guarantors
5. Financial Covenants: Include when the guarantor must maintain specific financial metrics
6. Subordination: Include when the guarantee obligations need to be subordinated to other debt
7. Power of Attorney: Include when specific powers need to be granted to the beneficiary
8. Data Protection: Include when personal data processing is involved
1. Form of Demand: Template for making demands under the guarantee
2. Guaranteed Obligations: Detailed description of the obligations being guaranteed
3. Security Details: Details of any security provided in support of the guarantee
4. Principal Agreement: Copy or key terms of the underlying agreement being guaranteed
5. Contact Details: Detailed contact information for all parties
6. Conditions Precedent: List of documents and conditions required before guarantee becomes effective
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Real Estate
Construction
Manufacturing
Retail
Commercial Lending
Infrastructure
Energy
Telecommunications
Transportation
Healthcare
Professional Services
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit Control
Commercial Operations
Transaction Management
Securities Administration
Relevant Roles
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Risk Manager
Commercial Director
Credit Manager
Compliance Officer
Treasury Manager
Contract Manager
Company Secretary
General Counsel
Banking Lawyer
Transaction Manager
Security Trustee
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