The General Indemnity Agreement is a crucial risk management tool used in Danish business transactions where one party seeks protection against potential losses or liabilities. This document is particularly relevant in complex commercial arrangements, corporate transactions, or projects where risk allocation is essential. The agreement, structured under Danish law, provides a comprehensive framework for indemnification obligations, including specific triggers, claim procedures, and payment mechanisms. It addresses key aspects such as scope of coverage, exclusions, and procedural requirements while ensuring compliance with Danish legal principles and business practices. The document is commonly used in conjunction with other commercial agreements to provide additional security and clarity regarding liability allocation between parties.
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Key Requirements PROMPT example:
General Indemnity Agreement
I need a General Indemnity Agreement under Danish law for our parent company to indemnify its newly acquired Danish subsidiary against all historical tax liabilities arising before January 2025.
1. Parties: Identification and details of the Indemnitor and Indemnitee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification
3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Period'
4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnity
5. Indemnification Process: Procedures for making claims, notice requirements, and handling of claims
6. Payment Terms: Timing and method of indemnification payments, including any limitations or caps
7. Duration: Term of the agreement and survival of obligations
8. Exclusions: Specific exclusions from the indemnification obligations
9. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
10. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Security: Include when additional security for indemnification obligations is required, such as bank guarantees or parent company guarantees
2. Insurance: Include when specific insurance requirements are needed to support the indemnification obligations
3. Third Party Rights: Include when indemnification extends to affiliated parties or when third party rights need to be addressed
4. Specific Representations and Warranties: Include for complex transactions where specific representations support the indemnification obligations
5. Step-In Rights: Include when the Indemnitee needs rights to take over certain operations or contracts to mitigate losses
6. Cross-Indemnification: Include when both parties are providing reciprocal indemnities
1. Schedule of Specific Indemnified Matters: Detailed list of specific matters, contracts, or situations covered by the indemnity
2. Schedule of Calculation Methods: Detailed methodology for calculating indemnification amounts if complex calculations are involved
3. Schedule of Claims Procedure: Detailed step-by-step process for making and handling indemnification claims
4. Schedule of Excluded Matters: Specific listing of excluded matters or limitations on the indemnity
5. Schedule of Contact Persons: List of authorized representatives for handling indemnification matters
6. Schedule of Required Notices: Forms and templates for required notices under the agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Construction
Manufacturing
Financial Services
Insurance
Real Estate
Infrastructure
Energy
Technology
Healthcare
Transportation
Professional Services
Maritime
Retail
Mining and Resources
Telecommunications
Relevant Teams
Legal
Finance
Risk Management
Compliance
Corporate Secretariat
Treasury
Commercial
Operations
Insurance
Project Management
Business Development
Executive Leadership
Relevant Roles
Legal Counsel
Risk Manager
Chief Financial Officer
Compliance Officer
Contract Manager
Project Manager
Business Development Director
Chief Executive Officer
Treasury Manager
Insurance Manager
Corporate Secretary
General Counsel
Finance Director
Operations Director
Commercial Director
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