Indemnity | Practical Law

Indemnity | Practical Law

Indemnity

Indemnity

Practical Law ANZ Glossary w-004-5178 (Approx. 3 pages)

Glossary

Indemnity

An obligation by one person to provide compensation for a particular loss suffered by another person.
In the context of share and asset purchase agreements, a promise by one party to reimburse another party (on a dollar-for-dollar basis) in respect of a particular liability that may arise. For more information, see Practice note, Warranties and indemnities: acquisitions and Standard clause, Indemnity.
In a financing context:
  • A facility agreement will often provide that the borrower will indemnify the lender against losses, liabilities and related expenses that the lender incurs from litigation or other claims related to the loan or the borrower (such as the borrower's default, taxes and currency conversion). For more information, see Standard document, Facility agreement: bilateral.
  • A guarantee will often provide that the guarantor will indemnify the beneficiary against losses, liabilities and related expenses that the beneficiary incurs as a result of the primary obligor failing to satisfy the guaranteed obligations. Unlike the guarantee, the indemnity constitutes a primary obligation on the guarantor. Most documents that are described as guarantees are usually combined guarantees and indemnities. For more information, see Practice note, Guarantees and indemnities.