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Loan Indemnification Agreement Template for Canada

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Key Requirements PROMPT example:

Loan Indemnification Agreement

I need a Loan Indemnification Agreement under Canadian law for a real estate development company (as Indemnifier) providing indemnification to a syndicate of three banks in relation to a CAD 50 million construction loan, with specific provisions for environmental liability coverage.

Document background
The Loan Indemnification Agreement is a critical risk management instrument used in Canadian lending transactions where additional protection beyond standard loan documentation is required. This document is typically employed when there's a need to protect the lender against specific risks, such as environmental liabilities, tax exposures, or potential third-party claims. The agreement complies with Canadian federal and provincial requirements, particularly the Bank Act and provincial contract law principles. The document details the scope of indemnification, claim procedures, and payment obligations. It's commonly used in complex lending arrangements, corporate reorganizations, or when the borrower's financial structure presents unique risks. The Loan Indemnification Agreement may be required by institutional lenders as a condition of funding, especially in high-value or high-risk transactions.
Suggested Sections

1. Parties: Identifies and provides full legal details of all parties to the agreement - typically the Indemnifier, the Lender, and potentially the Borrower if different from the Indemnifier

2. Background: Recitals explaining the context of the loan arrangement and why the indemnification is being provided

3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Amounts', 'Loan Agreement', 'Events of Default', etc.

4. Scope of Indemnification: Details the specific losses, damages, and circumstances covered by the indemnification

5. Indemnification Process: Outlines the procedure for making claims under the indemnity, including notice requirements and timing

6. Representations and Warranties: Statements of fact and assurances provided by the Indemnifier regarding their capacity and authority

7. Duration and Survival: Specifies how long the indemnification obligations remain in effect

8. Payment Terms: Details the timing and method of payments under the indemnification

9. Enforcement Rights: Describes the Lender's rights and remedies in case of breach

10. Governing Law and Jurisdiction: Specifies that Canadian law governs and identifies the courts having jurisdiction

11. Notice Provisions: Specifies how and where formal notices under the agreement must be delivered

12. Entire Agreement: Confirms that this document represents the complete agreement regarding the indemnification

Optional Sections

1. Security: Include when the indemnification is secured by specific assets or guarantees

2. Multiple Indemnifiers: Include when there is more than one indemnifier, specifying joint and several liability

3. Currency Provisions: Include for cross-border transactions or when payments might be in different currencies

4. Tax Provisions: Include when tax implications need to be specifically addressed

5. Assignment Rights: Include when either party needs the right to assign their rights under the agreement

6. Step-In Rights: Include when the Lender needs the right to take over certain aspects of the underlying loan relationship

7. Subrogation Rights: Include when the Indemnifier needs specific rights to step into the Lender's position after paying under the indemnity

8. Independent Legal Advice: Include when there's a need to confirm that parties have received independent legal advice

Suggested Schedules

1. Schedule A - Original Loan Agreement: Copy or summary of the underlying loan agreement being indemnified

2. Schedule B - Indemnified Parties: Detailed list of all parties covered by the indemnification, including officers, directors, etc.

3. Schedule C - Claim Procedure: Detailed procedure for making and processing indemnification claims

4. Schedule D - Security Details: Details of any security provided to support the indemnification obligations

5. Schedule E - Payment Instructions: Banking and payment details for any payments under the indemnification

6. Appendix 1 - Form of Claim Notice: Standard form for making claims under the indemnification

7. Appendix 2 - Form of Acknowledgment: Standard form for acknowledging receipt of claims or notices

Authors

Alex Denne

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

Relevant legal definitions



































Clauses






























Relevant Industries

Banking & Financial Services

Real Estate

Commercial Construction

Manufacturing

Energy & Resources

Infrastructure

Healthcare

Technology

Agriculture

Transportation & Logistics

Retail & Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Risk Management

Credit

Compliance

Treasury

Corporate Secretariat

Commercial Banking

Loan Administration

Due Diligence

Relevant Roles

Chief Financial Officer

Chief Legal Officer

Chief Risk Officer

Finance Director

Corporate Lawyer

Legal Counsel

Risk Manager

Credit Manager

Loan Officer

Commercial Banking Manager

Treasury Manager

Compliance Officer

Corporate Secretary

Financial Controller

Banking Relationship Manager

Senior Credit Analyst

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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