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Deed Of Indemnity And Release
"I need a Deed of Indemnity and Release under German law for our technology company's acquisition of a software development firm, where we need to indemnify the selling shareholders against any pre-existing client claims while obtaining a release for all historical intellectual property disputes."
1. Parties: Identification and details of all parties to the deed, including the indemnifier(s) and the indemnified party(ies)
2. Background: Context of the indemnity and release, including relevant historical events, relationships, and circumstances leading to the deed
3. Definitions: Definitions of key terms used throughout the deed, including 'Claims', 'Losses', 'Indemnified Matters', and 'Release Period'
4. Interpretation: Rules for interpreting the deed, including construction of terms and resolution of conflicts
5. Indemnity: Core indemnification provisions, including scope, limitations, and trigger events
6. Release: Terms of release, including scope of claims being released and effective date
7. Payment Terms: Procedures and timing for indemnity payments, including currency and method of payment
8. Duration: Term of the deed, including commencement date and any termination provisions
9. Representations and Warranties: Standard representations regarding authority, capacity, and binding nature of obligations
10. Notices: Process for giving notices under the deed, including addresses and acceptable methods
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
12. Execution: Formal execution provisions meeting German deed requirements
1. Claims Procedure: Detailed procedures for making and handling indemnity claims, recommended when complex claims are anticipated
2. Third Party Rights: Provisions regarding rights of third parties, needed when third parties may be affected by the indemnity or release
3. Insurance: Requirements for insurance coverage, relevant when indemnity obligations are supported by insurance
4. Confidentiality: Confidentiality obligations regarding the deed and related matters, important for sensitive commercial arrangements
5. Tax Provisions: Specific provisions regarding tax implications of the indemnity, needed when tax liabilities are significant
6. Security: Requirements for security or collateral supporting the indemnity obligations, relevant for high-value indemnities
7. Step-In Rights: Rights of the indemnifier to manage claims or proceedings, useful in complex litigation scenarios
8. Force Majeure: Provisions for unforeseen events affecting performance, relevant in long-term indemnity arrangements
1. Schedule of Indemnified Matters: Detailed list of specific matters, claims, or circumstances covered by the indemnity
2. Schedule of Released Claims: Comprehensive list of claims being released under the deed
3. Schedule of Related Agreements: List of associated agreements or documents relevant to the indemnity and release
4. Schedule of Excluded Claims: List of specific claims or matters excluded from the indemnity or release
5. Schedule of Insurance Policies: Details of relevant insurance policies supporting the indemnity obligations
6. Schedule of Claim Thresholds: Specific financial thresholds and limits applicable to indemnity claims
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