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The Guarantee and Indemnity Agreement is a crucial legal instrument in Dutch commercial and financial transactions, commonly used when one party needs to provide financial security for another party's obligations. This document is particularly relevant in corporate group structures, project financing, real estate transactions, and general commercial lending. It combines two distinct legal concepts under Dutch law: a guarantee (borgtocht) and an indemnity (vrijwaring), providing the beneficiary with comprehensive protection. The agreement must comply with Dutch civil law requirements, particularly those set out in the Burgerlijk Wetboek regarding security rights and contractual obligations. It typically includes detailed provisions on the scope of guaranteed obligations, enforcement mechanisms, representations and warranties, and various protective clauses for the beneficiary. The document is essential in situations where additional security is required beyond the principal debtor's own covenant, particularly in complex financial transactions or when dealing with subsidiary companies.

1. Parties: Identification of the Guarantor(s), the Beneficiary (creditor), and the Principal Debtor

2. Background: Context of the guarantee, reference to the underlying obligation, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Guarantee: Core guarantee obligations, including scope, nature (conditional/unconditional), and maximum liability

5. Indemnity: Indemnification obligations, triggering events, and scope of indemnity

6. Nature of Guarantee and Indemnity: Specification that obligations are continuing, irrevocable, and additional to other security

7. Preservation of Rights: Provisions ensuring guarantee remains valid despite variations to underlying obligation or other circumstances

8. Payments: Payment obligations, timing, currency, and method of payment

9. Tax Gross-up: Provisions for tax-related adjustments to guarantee payments

10. Representations and Warranties: Guarantor's representations regarding capacity, authority, and financial condition

11. Undertakings: Ongoing obligations of the Guarantor, including information provision and maintenance of financial condition

12. Enforcement: Rights and procedures for enforcing the guarantee and indemnity

13. Costs and Expenses: Allocation of costs related to preparation, enforcement, and amendments

14. Assignment and Transfer: Rules regarding transfer of rights and obligations under the agreement

15. Notices: Communication procedures and contact details

16. General Provisions: Standard boilerplate clauses including severability, amendments, and governing law