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Payment Undertaking Agreement Template for Netherlands

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Key Requirements PROMPT example:

Payment Undertaking Agreement

"I need a Payment Undertaking Agreement under Dutch law for our renewable energy project, where the parent company guarantees quarterly payments of €5 million to be made from March 2025 to December 2025, with step-in rights for the project lenders."

Document background
The Payment Undertaking Agreement serves as a critical financial instrument in commercial transactions where formal payment assurance is required. This document type is commonly used in project finance, trade finance, and corporate transactions in the Netherlands and international transactions with Dutch elements. The agreement typically details the nature and extent of payment obligations, payment mechanics, conditions precedent, and enforcement provisions. It is particularly relevant when parties seek to establish a legally binding commitment for future payments while ensuring compliance with Dutch law and EU regulations. The Payment Undertaking Agreement may be standalone or part of a larger transaction structure, often incorporating security arrangements and specific performance conditions.
Suggested Sections

1. Parties: Identification of the payment undertaker, beneficiary, and any other relevant parties

2. Background: Context of the agreement, including reference to any underlying transactions or relationships

3. Definitions: Definitions of key terms used throughout the agreement

4. Payment Undertaking: Core undertaking to make payments, including amount, currency, and basic payment terms

5. Payment Conditions: Conditions that must be satisfied before payments become due

6. Payment Mechanics: Detailed process for making payments, including account details and payment methods

7. Representations and Warranties: Standard representations and warranties from both parties

8. Events of Default: Circumstances constituting default and consequences

9. Termination: Circumstances allowing termination and the process

10. Notices: Process and details for formal communications between parties

11. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction for disputes

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, amendments

Optional Sections

1. Security Arrangements: Include when the payment obligations are secured by specific assets or guarantees

2. Step-In Rights: Include when there are circumstances where a third party may take over payment obligations

3. Tax Provisions: Include when payments may be subject to withholding or other tax implications

4. Currency Conversion: Include when payments may be made in multiple currencies or conversion is required

5. Force Majeure: Include when certain external events might affect payment obligations

6. Anti-corruption and Sanctions: Include when parties are subject to specific regulatory requirements

7. Assignment and Transfer: Include when rights under the agreement may need to be transferred

8. Third Party Rights: Include when certain rights are intended to be enforceable by third parties

Suggested Schedules

1. Payment Schedule: Detailed schedule of payment amounts and dates

2. Form of Payment Notice: Standard form for requesting or notifying of payments

3. Conditions Precedent: List of documents and conditions required before first payment

4. Security Documents: Forms of any security documents if security is provided

5. Account Details: Detailed banking and account information for payments

6. Calculation of Payment Amounts: If payments are variable, the method of calculation

7. Form of Compliance Certificate: Standard form for confirming compliance with payment conditions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Banking and Financial Services

Infrastructure and Construction

Energy and Utilities

Real Estate

Manufacturing

International Trade

Telecommunications

Transportation and Logistics

Project Finance

Private Equity

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Commercial

Business Development

Credit

Corporate Affairs

Operations

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Corporate Lawyer

Transaction Manager

Project Finance Manager

Credit Risk Manager

Compliance Officer

Commercial Director

Contract Manager

Financial Controller

Business Development Director

Account Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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