Deed of Indemnity by Gupta


V8_CH67

344 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
14. Indemnity ? liability of indemnifier?s heirs and successors.?
An indemnity is generally personal in nature.  However, in the absence of
a contract to the contrary, a contract of indemnity will be enforceable by and
against the parties and their legal heirs and legal representatives including
assignees and transferees ? Ram Baran v Ram Mohit, AIR 1967 SC 744;
see also Sec. 37 of the Indian Contract Act 1872.
15. Form of Indemnity.?A contract of indemnity may be in the form of
a letter or by an independent deed or bond or by addition of an indemnity
clause in the main deed, e.g. in a sale deed by way of a covenant to indemnity
the purchaser against any defect in the vendor?s title to the property or
against any charge or encumbrance upon the same.
When an indemnity is executed in a separate instrument it may take the
form of a deed or may be in the form of a letter addressed to the person
who is intended to be indemnified.
However, when an indemnity is not merely a personal undertaking but
it is also secured by hypothecation of property, it is drafted in the form of
a mortgage.
16. Stamp duty.?A contract of indemnity which is not secured by
hypothecation of any property or for any of the purposes specified under
Article 57 of the Indian Stamp Act, 1899, it is chargeable as on an
agreement, but where it hypothecates property and is for the purposes
specified in Article 57 of the Indian Stamp Act, 1899, it is chargeable as a
security bond or as a mortgage under Article 40 of the said Act, as the case
may be.
17. Registration.?Registration of a contract of indemnity is not com-
pulsory unless the undertaking is secured by hypothecation of immovable
property of the value of Rs.  100 or more.
FORMS
1
Clauses on Indemnification provision in a contract
1. Indemnification by Seller : Subject to the terms and conditions of
this Article. Seller agrees to indemnify, defend and hold harmless Purchaser
from and against any demand, claim, action or cause of action, liability,
damage and loss, including without limitation, interest, penalty and attorney?s
fees and expenses, asserted against, relating to, imposed upon or incurred
by Purchaser by reason of or resulting from (a) a breach of any represen-
tation or warranty of Seller contained in this Agreement or in any document
delivered pursuant to it, or (b) a breach of any covenant or agreement ofCh. 67] INDEMNITY?FORMS 345
Seller contained in this Agreement or any such document, other than a
representation or warranty, or (c) the assertion against Purchaser of any
liability or obligation of Seller not expressly assumed by Purchaser.
2.  Indemnification by Purchaser : Subject to the terms and conditions
of this Article. Purchaser agrees to indemnify, defend and hold harmless
Seller from and against any demand, claim, action or cause of action,
liability, damage and loss including without limitation, interest, penalty and
attorney?s fees and expenses, asserted against, relating to, imposed upon
or incurred by Seller by reason of or resulting from (a) a breach of any
representation or warranty of Purchaser contained in this Agreement or in
any document delivered pursuant to it, or (b) a breach of any covenant or
agreement of Purchaser contained in this Agreement or any such document,
other than a representation or warranty, or (c) the failure of Purchaser to
pay, discharge or perform any liability or obligation expressly assumed by
Purchaser.
3. Conditions of General Indemnification : The liabilities and obliga-
tions of the parties with respect to the general indemnifications shall be
subject to the following:
(a) Prompt Notice of Claims.  The party seeking indemnification (the
?Indemnitee?) will give the other party (the ?Indemnitor?) notice of
any claim by a third party which could give rise to a request for
indemnification under clause???.. or????.. with reasonable
promptness after the Indemnitee receives notice of such claim, in
which event the Indemnitor will undertake the defence of the claim
by representatives of its own choosing.
(b) Right to undertake defence. In the even the Indemnitor, within a
reasonable time after notice of any such claim, fails to defend the
claim, the Indemnitee will (upon further notice to the Indemnitor)
have the right to undertake the defence, compromise or settlement
of such claim on behalf of and for the account and risk of the
Indemnitor, subject to the right of the Indemnitor to assume the
defence of such claim at any time prior to settlement, compromise
or final determination.
(c) Indemnitor?s Right to defend certain claims. In the event the
Indemnitee is defending a claim because it has not given notice
under clause????? (a) or because the Indemnitor has not
undertaken the defence of the claim under clause?????……
(b) and there is a reasonable probability that any such claim may
materially and adversely affect the Indemnitor other than as a result
of money damages or other money payments, the Indemnitor will
have the right, at its own cost and expense, to defend, compromise
or settle such claim but the Indemnitor shall not, without the
Indemnitee?s written consent, settle or compromise any such claim346 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
or consent to entry of any judgment which does not include as an
unconditional term claimant?s release of the Indemnitee from all
liability with respect to such claim.
(d) Indemnitee?s right to defend certain claims. In the event the
Indemnitor is defending a claim because it has undertaken the
defence of the claim under clause (a) and there is a reasonable
probability that any such claim may materially and adversely affect
the Indemnitee other than as a result of money damages or other
money payments, the Indemnitee will have the right, at its own cost
and expense, to defend, compromise or settle such claim but the
Indemnitee shall not, without the Indemnitor?s written consent,
settle or comromise any such claim or consent to entry of any
judgment which does not include as an unconditional term claimant?s
release of the Indemnitor from all liability with respect to such claim.
2
Indemnity clause in a Highway Development Project
Contract against Injury to persons to property
In the construction, installation, repairing, operation and maintenance of
all transmission lines, poles, conductors, wires, conduits, sub-stations,
apparatus and appliances and other facilities for the distribution of electrical
energy and power, Grantee shall use every reasonable and proper precau-
tion to avoid damage or injury to persons or property and shall at all times
and under all circumstances hold and save harmless the Grantor from each
and all such damage, injury, loss, cost or expense caused or occasioned
by reason of any act, or failure to act, of Grantee, its officers agents, servants
and employees in the connection, installation, repairing, and maintaining of
any of its facilities, for the sale or distribution of electrical power and energy
in the locality or making excavation in the public streets and highways or
public grounds of the Development Project in the paving, repaving or
repairing of any of the public streets, highways or public property of the area;
and Grantee agrees with the Grantor that if Grantor is sued in any court by
any person, firm, association, company or corporation to recover damages
for injuries to person or property on account of the installation, operation,
maintenance or repairs of Grantee?s transmission lines, poles, conductors,
wires, conduits, sub-stations, apparatus and appliances or any part of them
or any of its facilities in the area, Grantee, its successors and assigns shall
defend all such suits and pay the final judgments, if any, resulting therefrom,
and shall at the option of the Grantor or Grantee be made a party of any
such court proceeding.
Grantor shall have the right at all times to take part by its counsellor in
any such suit or any action instituted by or against Grantee in which anyCh. 67] INDEMNITY?FORMS 347
judgment or decree can be rendered, or foreclosing any lien on any of
Grantee?s property, situated within the project area, or affecting the rights,
powers or duties of Grantee to do or not to do anything which by this grant
in may be required to do or not to do, and also to take such steps in any
such proceeding as may be deemed essential to protect the interests of the
Grantor or the public interest.
3
Indemnification Agreement
[Short Form]
FOR VALUE RECEIVED, receipt of which is hereby acknowledged, and for
other goods and valuable consideration, the undersigned hereby agrees
forever to indemnify and hold harmless????? from and against any and
all claims, suits, damage or damages and/or loss or losses and/or action
or actions of any kind as the result of and arising out of???????
Dated :
WITNESSES :
1.
2.
4
Indemnity Agreement
FOR VALUE RECEIVED, the undersigned (1) Sri????????.., son
of????.., resident of????????.and (2) Sri?????????.,
son of………………… resident of……………………… jointly and severally agree
to indemnify and save harmless Sri?????????. Son of
Sri?????????? (the  ?Indemnitees?) from any claim, action, liabil-
ity or suit, arising from the following:
???????????????????????????????.
???????????????????????????????.
In the event of any asserted claim, the Indemnitees shall provide the
undersigned with timely notice of same, and thereafter the undersigned shall
at its own expense defend and protect the Indemnitees against said claim.
In the further event that the undersigned shall fail to so defend, then in such
instance the Indemnitees shall have full rights to defend, pay or settle said
claim with full rights of recourse against the undersigned for all fees, costs,
expenses and payments made or agreed to be paid to discharge said claim.
This agreement shall be binding upon and enure to the benefit of the
parties, their successors, assigns and personal representatives.
Dated this???????.. day of?????????, 20?..348 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
IN WITNESS WHEREOF the said company has hereto affixed its company
seal, attested by the hands of its duly authorised officers, on the day and
year first above written.
Company Name :
Officer :
5
Indemnity Bond
I, Shri/Smt??????????????? Indian inhabitant residing
at flat No????.....??. do hereby solemnly affirm and declare as follows:
1. I say that I have been allotted a flat No????? on the?????..
floor of the building belonging to???????.. Co-op. Housing
Society Ltd., and situated at???????????? (hereinaf-
ter referred to as the  ?said flat?) free from all encumbrances together
with permanent hereditary and absolute right of use and occupa-
tion of the said flat.
2. I say that the said society has allotted 5 number of shares of Rs.
50 each (Rupees Fifty each only) hereinafter referred to as the  ?said
shares?) to me.
3. I say that by virtue of the above mentioned facts, I am absolutely
seized and possessed of and well and sufficiently entitled to the
said flat in the said society.
4. I say that by an agreement dated?????? I have agreed to sell
and transfer to Shri/Smt??????.. the said shares and thereto
all the incidental rights and interest of the said flat free from all
encumbrances and absolute right of use and occupation of the said
flat at the price of Rs???... (Rupees??????????.)
5. I say that I have not created any charge or any encumbrances over
or upon the said shares or in the said flat. Nor I have created or
entered into any agreement for transfer assignment of the said
shares as also have not entered into agreement with any other
person or persons.  I have also not entered into any agreement for
inducting any person or persons in the said flat.
6. I say that the entire property is free from all encumbrances and all
the flats are in occupation of the members and/or permitted
persons of the said society.
I further say that in the event of any person or persons making any claim,
demand, charge or any charges may be claimed or made by any person
against the said Shri/Smt??????? then and in such event I shall
Indemnify and keep indemnified the said purchaser against such claim,
demand charge or charges that may be found by the said Shri/Smt????.Ch. 67] INDEMNITY?FORMS 349
I say that the above statement made by me in the preceding paragraphs
are true to my own knowledge and belief and I believe the same to be true
and on the strength of this declaration the said Shri/Smt??????.. have
agreed to complete the transaction of sale.
SOLEMNLY AFFIRMED at Mumbai this day of………… 20??..
(Shri/Smt????????????.)
Place :
Date :
6
Indemnity Bond by Vendor to purchaser
Immovable Property
[Note : This format has been prepared as applicable to flats.  The word
?flat? can be substituted with the type of property for which this document
is being executed. Similarly, the name of the concerned authority can also
be changed as applicable.]
This Indemnity Bond is executed at Delhi on this??????? day
of?????? 20?.. between Shri/Shrimati/Kumari???????. Son/
Daughter of?????????.resident of?????????. hereinaf-
ter called the Executant/Vendor/First Party and Shri/Smt./Kumari?????..
Resident of????????. (hereinafter called the Second Party/Benefi-
ciary/Purchaser).
The expression of First Party and the Second Party shall mean and
include their representatives heirs, successors, legal representatives,
administrators, nominees and assigns etc.
WHEREAS THE FIRST PARTY is the sole absolute owner allottee and in
physical and lawful possession of Flat No?????.  situated at?????.
(hereinafter called the said Flat) and Category-B, comprising of two
bedrooms, one drawing cum dinning room, one study room, kitchen, two
toilet cum bathrooms and balcony allotted by the???????.. built on
Plot No??????.. (A Co-operative Group Housing Society Registered
with Registrar of Co-operative Societies, Delhi/New Delhi) (hereinafter
referred to as society) and by virtue of Membership No????. of the said
society with the lease hold rights of the land under the said flat.
AND WHEREAS A PIECE OF LAND was allotted to the said society by the
Delhi Development Authority, for the construction of Co-operative Group
Housing Society flats for its members at Plot No?????, and allotment
to executant was confirmed by Delhi Development Authority.
And  Whereas the Executant due to his/her/their legal needs and
requirements has/have agreed to sell, transfer, convey, assign and bequeath
his/her/their rights, interests, liens and titles in the said flat unto the
purchaser under the terms and conditions of the separate agreement to sell.350 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
And Whereas the Executant assured the purchaser that he/she/they has/
have self-acquired the aforesaid flat exclusively out of his/her/their own
funds/savings and without any contributions, assistance or investments
made therein by any of his/her/their family members/relatives/associates
nor funds from inheritance, joint family etc. have been used in the acquisition.
And Whereas the Executant assured the Purchaser that his/her/their
family members including spouse/sons/daughter?s parents/brothers/sisters
etc. have neither any interest nor any right or any title in the said flat.
And Whereas the Executant has assured the purchaser that the said flat
is free from all encumbrances, liens, attachments, disputes, legal flaws,
exchange or any Agreement of sale etc. and Executant has got the clear
marketable title of the said flat and if at any stage it is proved wrong/false
and the purchaser suffers and sustains any losses, damages, costs,
expenses etc. and whereas the Purchaser wants the Executant to indemnify
him/her/them from such losses, damages, costs and expenses etc. due to
the aforesaid reasons and thus this indemnity bond is executed by the
Executant in favour of the said purchaser.
NOW THIS DEED WITNESSETH AS UNDER:
1.That the Executant hereby undertakes to indemnify and keep harmless
the purchaser against all such losses, expenses, damages, costs etc. which
may be suffered, incurred, undergone and/or sustained by the purchaser
due to the false commitments of the Executant in which event the Executant
shall undertake to make good the same and if the executant fails to make
good the same then the purchaser shall have the right to recover the same
from any flat/assets of the Executant and/or from the persons acquiring any
benefit, share etc. from the movable, immovable properties of the Executant
and hereby further confirms and declares that this bond is irrevocable and
shall be final and binding on him/his/her/their heirs, executors, administra-
tors, legal representatives and assigns.
IN WITNESS WHEREOF, the Executant has signed the Indemnity Bond on
the day, month and year first above mentioned in the presence of the
following witnesses.
WITNESSES:
1.
2.
Executant(s)
7
Letter of indemnity in lieu of a guarantee furnished in
support of a hire-purchase agreement
To (Owner)
In consideration of your agreeing to deliver to (hirer) of (address, etc.)Ch. 67] INDEMNITY?FORMS 351
or having its registered office at (address) (hereinafter called the hirer) under
the terms of a hire-purchase agreement proposed to be made between
yourselves and the hirer of the goods specified in the schedule to the
proposed hire-purchase agreement and by way of identification set out in
the schedule hereto I hereby agree?
1. That I will on written demand indemnity you against all loss or damage
you may sustain under the said agreement whether or not such loss or
damage results from the commission of any breach by the hirer and whether
or not you have a legal right to claim against the hirer or any guarantor or
any indemnifier other than myself or such loss or damage or have availed
yourself of your legal remedies against the hirer or any guarantor or
indemnifier or against the goods.
PROVIDED that?
(1) in the event of your repossessing the goods or any of them you will
give me . . . . . days notice in writing of your intention to sell the same
and will transfer the same to me upon payment by me in full of my
liability hereunder within the said period of . . . . . days or will in default
of such payment and upon sale of the said goods credit me with
the net proceeds of sale after deducting the costs of storage
insurance and sale;
(2) upon payment by me in full of my liability hereunder you will assign
to me such of your rights as you shall in your absolute discretion
think fit.
2.  That for the purpose of this indemnity your loss (if any) shall be deemed
to have occurred upon the termination of the agreement or the hiring or upon
the hirer making default for . . . . .  . days in payment of any sum due under
the agreement whichever of the above events shall first occur and shall be
calculated as?
(1) the unpaid balance of the hire-purchase price and other sums
payable by the hirer under the agreement; less?
(2) such discount for the acceleration of payment as you would have
been obliged to allow the hirer under the terms of the hire-purchase
agreement if he had paid the sums referred to in sub-clause (1) of
this clause on the date on which I paid the same.
3. That any demand made or notice given by you hereunder shall be
validly made or given if served on me personally or sent to me by prepaid
post to or left at my address as given below or at my current business or
private address or that last known to you and if sent by post shall be
conclusively deemed to have been received by me within . . . . . hours after
the time of posting.
Dated this . . . . . day of . . . .352 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
SCHEDULE
(Description of goods, following the description in the
hire-purchase agreement)
Full name of indemnifier . . . . . . . . . . . . . . .  . . . . . . . . . . . . . . . . . . . . .
Address . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature of Indemnifier . . . . . . . . . . . . . . . . . . . . . .  . . . . .  . . . . . . . .
8
Assignment of an indemnity against lost title deeds by the
Vendor pursuant to a clause in the original indemnity
by the erstwhile owner
THIS DEED OF ASSIGNMENT is made the . . . . . . day of . . . . . . BETWEEN
[assignor] of [address, etc.] (hereinafter called the assignor) of the one part
and [assignee] of [address, etc.] (hereinafter called the transferee) of the
other part.
WHEREAS :
(1) On the purchase of the property described in the first schedule hereto
[then vendor] the then vendor of that property by a deed of indemnity dated
the . . . . . . day of . . . . . . . and made between [then vendor] and the assignor
covenanted that he and his personal representatives would at all times
thereafter keep the assignor and his successors-in-title and all persons
claiming through or under him or them fully indemnified against all losses
costs charges or expenses which he or they or any of them might suffer by
reason of the fact that he or they have not the custody of the missing deeds
or any of them set out in the second schedule hereto or the benefit of any
acknowledgment for their production.
(2) By a conveyance of even date herewith the assignor has conveyed
the said property to the transferee.
(3) It was a term of the contract of sale of the said property that the
assignor would assign to the transferee all that the benefit of the said
covenant of indemnity.
NOW  THIS DEED WITNESSETH that in consideration of the transferee
completing the said sale the assignor as beneficial owner hereby assigns
unto the transferee all that the benefit and interest of the assignor in or under
the said deed of indemnity together with the right so far as may be necessary
to demand performance of sue for and enforce the same in the name of the
assignor.  TO HOLD the same unto the transferee absolutely.
IN WITNESS etc.
FIRST SCHEDULE
[Description of property]
SECOND SCHEUDLE
[Particulars of missing deeds]
[Signature of assignor]Ch. 67] INDEMNITY?FORMS 353
9
Indemnity by a landlord to a tenant protecting the rents
paid during pendency of suit against the landlord,
as to the title to the property let out
THIS DEED OF INDEMNITY is made the . . ….. . . . day of . ….. . . . BETWEEN
[landlord] of [address, etc.] (hereinafter called the landlord) of the one part
and [tenant] of [address, etc.] (hereinafter called the tenant) of the other part.
WHEREAS
(1) By a lease made the . . . . . . . day of . . . . . . between the landlord of
the one part and the tenant of the other part a certain dwelling-house known
as [description and address] was demised by the landlord to the tenant for
a term of . . . . . . . years from the . . . . . . . . day of . . . . . . . . subject to the
payment of the yearly rent of Rs.  . . . . . . reserved by and the covenants and
conditions contained in the said lease.
(2) An action is now pending in the . . . . . . . High Court at . . . ..  . . . in
which . . . . . . . is plaintiff and the landlord is defendant in which the said
[plaintiff] claims to be the lawful owner of the said dwelling-house and alleges
that the landlord?s title (if any) to the said dwelling-house determined since
the date of the said lease and before the rent next hereinafter mentioned
became due and the said [plaintiff] has given notice thereof to the tenant.
(3) The landlord upon the tenant agreeing to pay him the said rent of
Rs. . . . . . . . . . . reserved by the said lease which fell due upon the . . . . .
day of . . . . . . . . . and the rent which will become due during the subsistence
of the said lease has agreed to give to the tenant such indemnity as is
hereinafter contained.
NOW THIS DEED WITNESSETH that in pursuance of the said agreement
and in consideration of the sum of Rs.  . . . . . . . . . . being the rent of the said
dwelling-house for the year ending the . . . . . . . day of . . . . . . . . now paid
by the tenant to the landlord (the receipt of which the landlord acknowledges)
the landlord hereby covenants with the tenant that he the landlord will at all
times hereafter indemnify and keep indemnified the tenant against all
distresses actions proceedings claims and demands costs damages and
expenses which may be levied brought or made against him or which he
may pay sustain or incur by reason of his paying the said rent to the landlord
in manner aforesaid.
IN WITNESS etc.
[Signature of landlord]
G : CDD (Vol. 8) ? 23354 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
10
Letter of indemnity by surety in favour of the
seller to secure buyer?s obligation under a
credit sale agreement
To (Seller)
In consideration of your agreeing to deliver to (buyer) of (address, etc.)
(hereinafter called ?the Buyer?) under the terms of a credit sale agreement
proposed to be made between yourselves and the buyer the goods specified
in the schedule to the proposed credit sale agreement and by way of
identification set out in the schedule hereto I hereby agree.
1. That I will on written demand indemnify you against all loss or damage
you may sustain under the said agreement whether or not such loss or
damage results from the commission of any breach by the buyer and
whether or not you have a legal right to claim against the buyer or any
guarantor or any indemnifier other than myself for such loss or damage or
have availed yourself of your legal remedies against the buyer or any
guarantor or indemnifier.  PROVIDED that upon payment to me in full of my
liability hereunder you will assign to me such of your rights as you shall in
your absolute discretion think fit.
2. That for the purpose of this indemnity your loss shall be deemed to
have occurred upon the buyer making default for more than ............. days
in payment of any sum due under the said agreement and shall be calculated
as the balance of the total purchase price and other monies remaining
payable by the buyer under the said agreement less (1) any discount for
acceleration of payment to which the buyer would have been entitled if he
had completed payment on the date when such loss is deemed to have
occurred, and (2) the net proceeds of sale of any goods comprised in the
said agreement which are resold by you and the amount for which I am liable
under this indemnity shall until payment by me carry interest at the same
rate as that provided by the said agreement in the event of repudiation by
the buyer such interest to accrue from day to day and to run after as well
as before any judgment obtained.
3. That any demand made by you hereunder shall be validly made if
served on me personally or sent to me by prepaid post to or left at my address
stated below or to or at my current or last known business or private address
and if sent by post shall be conclusively deemed to have been received by
me within.......... hours after the time of posting.
Dated this........... day of.................Ch. 67] INDEMNITY?FORMS 355
SCHEDULE
(Description of goods, following the description in the credit sale agreement)
Full name of Indemnifier ………………………………………………………………
Address ……………………………………………………………………………………
Signature of Indemnifier ……………………………………………………………….
Full name of witness…………………………………………………………………….
Address……………………………………………………………………………………….
Occupation ………………………………………………………………………………..
Signature of Witness……………………………………………………………………
11
Indemnity by the Vendor in favour of the purchaser of an
immovable property which was originally subject to a lease,
but no formal surrender has been made thereof by the
assignee to the original lessor
THIS DEED OF INDEMNITY is made the……………. day of…………………
BETWEEN [vendor] of [address, etc.] (hereinafter called the vendor) of the
one part and [purchaser] of [address, etc.] (hereinafter called the purchaser)
of the other part.
WHEREAS :
(1) The vendor agreed to sell to the purchaser at the price of Rs.  ………….
the freehold property known as [description and address] free from
encumbrances and by a conveyance of even date herewith but executed
before this deed and made between the vendor of the one part and the
purchaser of the other part the vendor has conveyed the said property to
the purchaser absolutely and for ever.
(2) By a lease (hereinafter called the said lease) dated the …………………
day of ……….. and made between [parties] the said property was demised
to [lessee] for the term of …………. years from the ………. day of……… at the
yearly rent of Rs. …………………
(3) By virtue of operation of law and ultimately by an assignment dated
the………….. day of ………….. and made between [parties] the said heredita-
ments became vested in [assignee of lease] for the residue of the said term
of………. years granted by the said lease.
(4) On  or about the……… day of…………. the said [assignee of lease]
delivered up possession of the said property to the vendor and since that
date no rent has been paid under the said lease but the said lease has not
been formally surrendered.
(5) The purchaser  agreed to complete the said purchase upon the
undertaking of the vendor to enter into the covenants hereinafter contained.356 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
NOW  THIS DEED WITNESSETH that the vendor hereby covenants with the
purchaser that the vendor or his personal representatives will at all times
hereafter keep the purchaser and his successors-in-title indemnified against
all actions proceedings claims and demands whatsoever by the said
[assignee of lease] his successors-in-title and all persons claiming through
or under him them or any of them and from all costs and expenses in
connection therewith.
IN WITNESS etc.
[Signature of vendor]
12
Indemnity against outstanding calls on shares
To …………………… of [address]
WHEREAS on the …………… day of ……… you at my request applied for
………….. shares of Rs. ……………….. each in your own name in ………………
Limited upon the footing that I should provide the funds required to pay and
discharge any calls that may be made or become payable in respect of the
said shares.
NOW I hereby undertake that I will at all times hereafter well and
sufficiently, indemnify you and keep you indemnified against the payment
of any calls in respect of the said shares and against all liability in respect
thereof and against all actions suits proceedings claims demands costs and
expenses whatsoever which may be taken or made against you or incurred
or become payable by you in respect thereof.
Dated the …………. day of ……………
[Signature]
13
Indemnity by drawer of bill in the form of undertaking to
provide for accommodation bill
To [accommodation acceptor] of [address, etc.]
In consideration of your having at my request and for my accommodation
accepted a bill of exchange dated the…………. day of………… and drawn by
me on you for the sum of Rs.  …………  payable ………… months after the date
thereof.
I hereby undertake and agree to provide you with sufficient monies for
the full payment and satisfaction thereof ………… days before the same shall
become due and to indemnify you from all damages interest costs chargesCh. 67] INDEMNITY?FORMS 357
and expenses on account of or attributable to your having so accepted the
said bill as aforesaid.
Dated this ……………. day of ……….
[Signature of drawer]
14
Indemnity Bond to accompany application for sanction of
Building Plan under sec. 29 of the Urban Land
(Ceiling and Regulation) Act, 1976
THIS DEED of Indemnity is made this day………… of………. by………..  son
of………….., resident of…………..
WHEREAS I am the holder of plot No……….  situated at…………. measur-
ing………… square metres;
AND WHEREAS I propose to construct a building over the said plot of land;
AND WHEREAS I submitted the building plan for the construction of the
building over the said plot of land for sanction with……….. (vide letter No.
……….. dated……….) as required by sections ……………. of the……….. Act,
……………..
AND WHEREAS for sanctioning of the building plan, I had given an
undertaking in the form of an affidavit to the…………………..;
AND WHEREAS the………….. has agreed to sanction the building plan on
the aforesaid undertaking;
NOW THIS DEED WITNESSES that in pursuance of the aforesaid affidavit
and in consideration of ……….. having agreed to sanction the building plan
submitted (vide my application No.  ………… dated ………….) in respect of  plot
of land situated at ……………….. and referred to above, I hereby undertake
to  indemnify and keep harmless the ……………. from all proceedings in courts
and before other authorities including the Competent Authority and other
authorities appointed under the Urban Land (Ceiling and Regulation) Act,
1976, all expenses/losses/claims which the ………….. may incur or become
liable to pay as a result, or in consequence, of the sanction accorded by
it to the building plan in respect of the aforesaid plot.
I further state that I and all my successors-in-interest shall abide by the
aforesaid terms and conditions of this Deed of Indemnity.
[Signature]358 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
15
Indemnity given by a borrower in support at a mortgage for
repayment of advances made by a Building Society
THIS DEED OF INDEMNITY is made the............... day of.............  BETWEEN
[borrower] of [address, etc.] (hereinafter called the borrower) of the One Part
and [mortgagor] of [address, etc.] (hereinafter called the mortgagor) of the
Other Part.
WHEREAS :
(1) By a mortgage dated the …………… day of …………. and made between
the mortgagor and the ……………. Building Society certain freehold property
was  charged by way of legal mortgage to secure the sum of Rs. ………………….
and interest as therein stated such principal and interest being repayable
by the monthly instalments therein provided.
(2) The said principal sum of Rs.  ……………… raised by the said mortgage
was paid by the mortgagor to the borrower upon the terms that the borrower
would discharge the said monthly instalments and indemnify the mortgagor
and his estate against such monthly instalments.
NOW THIS DEED WITNESSETH that the borrower in pursuance of the said
agreement and in consideration of the sum of Rs.  …………………. so paid to
him as aforesaid (the receipt whereof the borrower hereby acknowledges)
hereby covenants with the mortgagor and his personal representatives that
he the borrower or his personal representatives will pay the said monthly
instalments as the same become due under the said mortgage and will at
all times hereafter indemnify and keep indemnified the said mortgagor and
his estate and effects against all claims in respect of the said monthly
instalments due and to become due under the said mortgage.
IN WITNESS etc.
[Signature of borrower]
16
Indemnity by a shareholder to a company against legal costs
and expenses to defend a suit in company?s name
THIS DEED OF INDEMNITY is made the …………… day of ……………….
BETWEEN [shareholder] of [address, etc.] of the One Part and  ……………
Limited having its registered office at [address] (hereinafter called the
company) of the Other Part.
WHEREAS :
(1) The said [shareholder] is the registered holder of ………………. shares
in the capital of the company.Ch. 67] INDEMNITY?FORMS 359
(2) An action is now pending in the ………….. Court at ……………. .in which
[plaintiff] is plaintiff and the company is defendant in which action the said
[plaintiff] claims to recover [state shortly the nature of the claim in  the action].
(3) The directors of the company do not intend to defend the said action.
(4) The said [shareholder] has requested the directors of the company
to allow him to defend the said action in the name of the company which
they have agreed to do upon having such indemnity as is hereinafter
contained.
NOW THIS DEED WITNESSETH that in pursuance of the said agreement
and in consideration of the premises the said [shareholder] hereby cov-
enants with the company that he the said [shareholder] will at all times
hereafter indemnify and keep indemnified the company against all costs
charges and expenses which the company may now or hereafter be liable
for pay incur or sustain in connection with the defence of the said action and
also against all sums of money whether for damages costs charges
expenses or otherwise howsoever which the company may be ordered to
pay to the said [ plaintiff ] in the said action.
IN WITNESS etc.
[Signature of shareholder]
17
Agreement and indemnity relating to a
foreign documentary credit
To ……………………. Bank Limited.
In consideration of your opening or establishing from time to time at our
request such documentary credits as you may think fit we hereby agree that
the following agreements and conditions shall apply to all such credits:
1. We authorise you to accept and [or] pay for our account all drafts
purporting to be drawn under any such credit.
2. We  undertake to indemnify  you against all  losses  costs damages
expenses claims and demands which you may incur or sustain by reason
of your opening or establishing any such credit and to provide you with
sterling in London unless otherwise agreed to meet all payments made by
you or your agents and all drafts drawn or accepted by you or your agents
and the amount of all charges commission and interest in connection with
such credits and in connection with the relative goods and we authorise you
to debit our account with you with such money on receipt by you of advice
of payment or at any time thereafter at your discretion.
3. We undertake that all goods shall be fully insured against all risks that
the insurance policies shall be assigned to you and that until payment by360 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
us of all amounts due to you in respect of credits opened and of all our other
indebtedness or liability to you on any account the insurance money payable
is to be held as available to you and if received by us shall be paid to you
forthwith and until so paid shall be held by us on your behalf.
4. All documents received by you or your agents under any such credit
and the goods represented thereby shall be held by you as security for the
due payment by us of all money due to you by us in respect of credits opened
and of the money hereinbefore mentioned and of all our indebtedness or
liability to you from time to time on any account. We agree to assign to you
our rights as unpaid sellers to transfer the goods into your control and that
until payment by us of such money due to you the proceeds of the sales
of the goods are to be held as available to you and if received by us shall
be paid to you forthwith and until so paid shall be held by us on your behalf.
5. On arrival of the goods you shall be at liberty to have them warehoused
in your name and insured against fire but without obligation on you so to
warehouse and insure and you will be in no way responsible for any loss
or damage entailed through your omission so to warehouse and insure.
Without prejudice to any other rights or remedies to which you may be
entitled we agree that if we fail to repay on demand all money due by us
to you from time to time as aforesaid you may without notice or further
consent of any persons interested sell the goods in such manner and at such
times as you may think fit and apply the net proceeds of any such sale in
or towards the discharge of such money and we undertake to pay you on
demand the amount of any deficiency remaining after such sale together
with all usual commission charges and expenses and interest.
6. We agree that the rights and powers conferred by this agreement are
in addition and without prejudice to any other securities which you may now
or hereafter hold for our account and this agreement shall continue in force
and be applicable to all transactions notwithstanding any change in the
individuals composing our firm or otherwise.
7. We further agree that this agreement and the credits opened in
pursuance thereof shall be subject to the Uniform Customs and Practice for
Documentary Credits (1962 Revision) of the International Chamber of
Commerce.
8. This agreement and all contracts arising out of it is and are to be
construed according to Indian law.
9. You are to be at liberty at any time to determine any such credit other
than an irrevocable credit.
Dated this .................. day of ...................
[Signatures]Ch. 67] INDEMNITY?FORMS 361
18
Indemnity by contractor against any loss or damage to the
owner resulting from the breach in the performance of the
contract by the contractor
THIS DEED of Undertaking executed this………………..  by A.B.C.  Co.
Limited, a Company incorporated under the Companies Act, 1956, having
its Registered Office at …………………… (hereinafter called  ?The Bidder/
Contractor? which expression shall include its successors, executors and
permitted assigns) in favour of X.Y.Z. Co. LIMITED, having a company
incorporated under the Companies Act, 1956 and having its Registered
Office at …………… (hereinafter called ?The Collaborator/Associate? which
expression shall include its successors, executors and permitted assigns).
WHEREAS the Collaborator/Associate has undertaken an unconditional
Joint Undertaking along with the Bidder/Contractor (the  ?Joint Undertaking?)
in favour of …………….. Power Corporation Limited, a Company incorporated
under the Companies Act, 1956, having its Registered Office at …………….
(hereinafter called ?The Owner?) for faithful performance of the Contract
pertaining to Specification No.  ……….. in respect of design, manufacture,
erection, testing and  commissioning of Coal Handling Plant for Super
Thermal Power Project at………..  (The  ?Project?), jointly and severally in the
event of the bid having been accepted by the owner resulting in a Contract;
AND WHEREAS the Collaborator/Associate desires to have an Indemnity
Bond from the Bidder/Contractor in respect of work on the Project in which
the Collaborator/Associate is not specifically responsible (which is all work
on the Project other than that specifically set forth in the purchase order to
Collaborator/Associate from the Bidder/Contractor for the  design of the
conveyor system and supply of certain items of equipment (the  ?Sub-
contract?)  ;
AND WHEREAS the Bidder/Contractor has accepted to provide such
Indemnity Bond to the Collaborator/Associate ;
AND WHEREAS the parties desire to  set forth certain rights of the
Collaborator/Associate in the event any claim is made against Collaborator/
Associate under the Joint Undertaking.
NOW THEREFORE, this undertaking witnesseth as follows:
1.  In consideration of the award of the Contract by the Owner to the
Bidder/Contractor (hereinafter referred to as ?The Contract? and the execu-
tion and delivery of the Joint Undertaking by the Collaborator/ Associate,
we the Bidder/Contractor do hereby declare that we shall be bound unto the
Collaborator/Associate for the successful performance of the Contract and
shall be fully responsible for the design, manufacture, erection, testing and
successful performance of the work in accordance with the contract
specifications except only those items specifically covered under the Scope
of Collaborator/Associate?s Sub-contract.362 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
2. In case of any breach of the Contract by the Bidder/Contractor or any
breach by any sub-contractor or vendor under any sub-contract, agreement
or purchase order, the Bidder/Contractor agrees to be fully responsible to
the Collaborator/Associate in respect of the work not specifically within the
scope of the Collaborator/Associate?s Sub-contract and Bidder/Contractor
hereby indemnifies  and holds Collaborator/Associate harmless from any
and all losses, claims and liabilities arising from Bidder/Contractor?s breach
of failure to perform the Contract. Further, if any claim is made against the
Collaborator/Associate under the Joint Undertaking or if the Collaborator/
Associate otherwise suffers any loss or damage on account of any breach
in or non-performance of the equipment under the Contract (except for
matters for which Collaborator/Associate is responsible), the Bidder/Con-
tractor undertakes to pay such loss or damages (including but not limited
to all attorney?s fees, legal expenses, all employees? salaries, travel, living
expenses, and all related taxes,  levies and other expenses incurred by
Collaborator/Associate in making good such losses and damages) to the
Collaborator/Associate on its demand without any demur. Payments   to
Collaborator/Associate shall be in U.S. Dollars or Indian Rupees (or a
combination) as designated from time to  time by Collaborator/Associate
subject to approval of Reserve Bank of India. Amounts due to Collaborator/
Associate hereunder shall be paid within 6 months from the date they
become due.  This is without prejudice to any rights of the Collaborator/
Associate against the Bidder/Contractor under the Contract, the Sub-
contract and connected documents/guarantees.
3.  Bidder/Contractor agrees to provide to Collaborator/Associate all
information requested by Collaborator/Associate with respect to perfor-
mance of the work under the Contract, to provide to Collaborator/Associate
all  reports provided by Bidder/Contractor to  the owner and copies of all
agreements, contract modifications and change orders relating to the
Contract and any sub-contracts thereunder, and to provide Collaborator/
Associate reasonable access to the job site and all records with respect to
the Project. Bidder/Contractor agrees that it will not amend or modify the
Contract, or agree to any change order under the Contract without the prior
written consent of Collaborator/Associate. Bidder/Contractor shall immedi-
ately notify Collaborator/Associate by telephone or telex (with confirming
letter to follow immediately) of any notice or claim of default given by the
Owner and shall promptly provide Collaborator/Associate with copies of all
communications  received by Bidder/Contractor respecting any claimed
default or which in any  way raises a question with respect to whether
performance of Bidder/Contractor is in compliance with the Contract.
4. Bidder/Contractor shall provide Collaborator/Associate with a listing
of all sub-contractors on the Project and shall keep Collaborator/Associate
reasonably informed as to the progress of work of each sub-contractor.
Bidder/Contractor shall  immediately notify Collaborator/Associates by  tele-
phone or telex (with confirming letter to follow immediately) of any actualCh. 67] INDEMNITY?FORMS 363
or likely default of any sub-contractor.  Bidder/Contractor agrees that
Collaborator/Associate shall have the benefit of and be protected under all
performance and payment bonds provided to Bidder/Contractor by sub-
contractors on the project, and collaborator/Associate shall be named in
such bonds or such bonds shall be given joint names of Collaborator/
Associate and Bidder/Contractor by the sub-contractor where possible.
5. In the event that any claim or liability is assorted or thereatened against
Collaborator/Associate under the Joint Undertaking:
A. In addition to its rights against Bidder/Contractor under this
Agreement, Collaborator/Associate shall have all rights of the
Owner under the Contract with respect to defaults by Bidder/
Contractor, including the rights, but not the obligation, to cure the
default and receive payment therefore directly from the Owner or
from Bidder/ Contractor.
B. In the event Collaborator/Associate undertakes any performance
under the Contract, Bidder/Contractor will give Collaborator/ Asso-
ciate Bidder/Contractor?s full and complete co-operation, and
Collaborator/Associate may proceed under the Contract under
Bidder/Contractor?s name, including the right to proceed in arbitra-
tion.
C. The ten percent bank guarantee for the performance provided to
Bidder/Contractor under the Sub-contract may be suspended or
revoked by Collaborator/Associate.
6. All disputes arising in connection with the Agreement, shall be finally
settled under the Rules of Conciliation and Arbitration of the International
Chamber of Commerce, by three arbitrators, with each party selecting one
arbitrator and the third selected by the two arbitrators chosen by the parties.
Any such arbitration shall take place in London, England or such other
location as the parties may agree.
7. Bidder/Contractor agrees that this undertaking shall be irrevocable and
further agree that this undertaking shall continue to be enforceable under
the Collaborator/Associate discharges it by written notice to Bidder/ Con-
tractor.
IN   WITNESS   WHEREOF , the Bidder/Contractor have, through their
authorised representatives, executed these presents on the date, month
and year first mentioned above.
For Bidder/Contractor
WITNESS :
1. …………………..
NAME…………………………..
DESIGNATION……………….
For Collaborator/Associate
2. ……………..
NAME ………………………….
DESIGNATION……………….364 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
19
Open Indemnity in favour of Finance Company by a dealer
under hire-purchase or credit-sale agreements
To (name and address of finance company)
1. In consideration of your purchasing goods from me (us) and letting the
same on hire-purchase or credit sale to the hirers or buyers specified in the
hire-purchase or credit sale agreements submitted to you by me (us) I/we
agreed that in relation to every such hire purchase or credit sale agreement
I/we will on written demand indemnify you against all loss or damage you
may sustain under the said agreement whether or not such loss or damage
results from the commission of any breach by the hirer or buyer and whether
or not you have a legal right to claims against the hirer or buyer or any
guarantor or any indemnifier other than myself (ourselves) for such loss or
damage or have availed yourself of your legal remedies against the hirer
or buyer or any such guarantor or indemnifier or against the goods.
PROVIDED that?
(1) in the event of your repossessing the goods or any of them you will
give me (us) ............... days?  notice in writing of your intention to sell the
same and will transfer the same to me (us) upon payment by me (us) in full
of my (our) liability hereunder within the said period of .............. days or will
in default of such payment and upon sale of the said goods credit me (us)
with the net proceeds of sale after deducting the cost of repossession
storage insurance and sale of the goods; and
(2) upon payment by me (us) in full of my (our) liability hereunder you
will assign to me (us) such of your rights as you shall in your absolute
discretion think fit.
For the purpose of this indemnity your loss (if any) shall be deemed to
have occurred upon the termination of the agreement or the hiring or upon
the hirer making default for ...........  days in payment of any sum due under
the agreement whichever of the above events shall be the earlier and shall
be calculated as
(a) the unpaid balance of the hire-purchase price payable under the
said hire-purchase agreement or of the total purchase price
payable under the said credit sale agreement, as the case may be,
including interest on overdue instalments, payments made by you
to third parties pursuant to powers contained in such agreement,
all legal and other expenses incurred by you in relation to the
agreement and all other sums for which the hirer or buyer is liable
under the agreement (or would be liable if the agreement were
binding  on him) and has not paid; less
(b) such discount for the acceleration of payment as you would be
obliged to allow the hirer or buyer under the terms of the agreementCh. 67] INDEMNITY?FORMS 365
if he had completed his payments on the date of the date of the
deemed loss.
PROVIDED that where you have repossessed and sold the goods credit
shall be given to me (us) for the net proceeds of sale (after deducting the
cost of repossession storage insurance and sale) in computing your said
loss.
2. I/We further agree that?
(1) My (Our) liability to you hereunder shall not  be  discharged
diminished or affected by the granting of time or indulgence to me
(us) or to the hirer or buyer or any guarantor or indemnifier or by
the effecting of any compromise with or any agreement not to sue
the hirer or buyer or any guarantor or indemnifier or by the variation
of any term or terms of the hire-purchase or credit sale agreement
or the substitution of any new goods for goods comprised in the
said agreement which are damaged lost stolen or destroyed.
(2) You shall be at liberty to take from the hirer or buyer any security
or additional security and the loss, impairment, release, realisation
or replacement of any such security shall not in any way diminish
or affect my (our) liability hereunder.
(3) You shall be under no liability to me (us) to deliver possession of
the goods to me (us) or to take any steps for the recovery of the
goods nor shall you incur any liability to me (us) if the goods are
no longer in existence or available to be repossessed or are in a
defective damaged or useless state.
(4) Any demand or notice given by you to me (us) under this indemnity
shall be validly made or given if served personally to me (us) or sent
by prepaid post to or left at my (our) address stated below or at my
(our) present or last known business address and any such notice
sent by post shall be conclusively deemed to have been received
by me  (us) within ……….. hours after the time of posting.
Signature …………………………
Position …………………………..
(Managing Director, Director,
Manager, Partner, etc.)
Dated ………………………………
Name of Dealer………………………..
Address ………………………………….
Name of Witness …………………….
Address of Witness…………………..
Signature of Witness…………………366 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
20
Indemnity under hire-purchase agreement against
any loss to be suffered by the owner
To [Owner]
In consideration of your agreeing to deliver to [hirer] of [address, etc.]
[or  having its registered office at [address] (hereinafter called the hirer)
under the terms of a hire-purchase agreement proposed to be made
between yourselves and the hirer of the goods specified in the schedule to
the proposed hirepurchase agreement and by way of identification set out
in the schedule hereto I hereby agree.
1. That I will on written demand indemnify you against all loss or damage
you may sustain under the said agreement whether or not such loss or
damage results from the commission of any breach by the hirer and whether
or not you have a legal right to claim against the hirer or any guarantor or
any indemnifier other than myself for such loss or damage or have availed
yourself of your legal remedies against the hirer or any guarantor or
indemnifer or against the goods,
PROVIDED that?
(1) in the event of your repossessing the goods or any of them you will
give me fourteen days? notice in  writing of your intention to sell the
same and will transfer the same to me upon payment by me in full
of my liability hereunder within the said period of fourteen days or
will in default of such payment and upon sale of the said goods
credit me with the net proceeds of sale after deducting the costs
of storage insurance and sale;
(2) upon payment by me in full of my liability hereunder you will assign
to me such of your rights as you shall in your absolute discretion
think fit.
2.  That for the purpose of this indemnity your loss (if any) shall be deemed
to have occurred upon the termination of the agreement or the hiring or upon
the hirer making default for fourteen days in payment of any sum due under
the agreement whichever of the above events shall first occur and shall be
calculated as?
(1) the unpaid balance of the hire-purchase price and other sums
payable by the hirer under the agreement; less
(2) such discount for the early payment as you would have been
obliged to allow the hirer under the terms of the hire-purchase
agreement if he had paid the sums referred to in sub-clause (1) of
this clause on the date on which I paid the same.
3. That any demand made or notice given by you hereunder shall be
validly made or given if served on me personally or sent to me by prepaidCh. 67] INDEMNITY?FORMS 367
post to or left at my address as given below or at my current business or
private address or that last known to you and if sent  by post shall be
conclusively deemed to have been received by me within forty-eight hours
after the time of posting.
Dated this ………… day of………….
SCHEDULE
Description of goods, following the description in the hire-purchase agree-
ment
Full name of Indemnifier……………………..
Address …………………………………………..
Signature of Indemnifier…………………….                    Stamp
Full name of Witness………………………….
Address …………………………………………..
Occupation ………………………………………
Signature of Witness …………………………
21
Indemnity by an insurance company to a surety in respect
of his liability under a fidelity bond
The …………………  Company, Limited
Head office ………………………….
Guarantee for Rs. ………………… No.   …………
Annual premium Rs……………..
WHEREAS [assured] of [address, etc.] (hereinafter called the assured)
has represented to [insurance company] (hereinafter called the company)
that  under a certain bond he is responsible as surety to [employer] of
[address, etc.) (hereinafter called the employer) for the faithful conduct of
[employed] of [address, etc.] (hereinafter called the employed) in the
capacity of [employment] to the employer to the extent of Rs. ………. and the
company at the request of the assured has agreed to grant to him this
counter-guarantee or indemnity and there has been paid to the company
the sum of Rs.  ……………. as the premium for such guarantee or indemnity
from the date hereof to the ………………… day of ………………… as hereinafter
expressed.
NOW IT IS HEREBY DECLARED AND AGREED that subject to the provisions
of the memorandum and articles of association of the company and to the
conditions herein contained which shall be conditions precedent to the right
of the assured to recover under this agreement the company shall at the
expiration of [.............] months next after proof satisfactory to the directors368 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
of the loss hereinafter mentioned shall have been given to them make good
and reimburse to the assured to the extent of the sum above-mentioned as
the amount guaranteed and no further all monies which the employed in
connection with the duties hereinbefore referred to shall have fraudulently
embezzled and applied to his own use and which monies the assured shall
in his capacity as surety have had to pay and make good provided that such
fraudulent embezzlement shall have been committed and discovered during
the continuance of this agreement that is to say during one year from the
date hereof or during any year thereafter in respect of which the company
shall have consented to accept and the assured or employed shall have paid
on the ..................... day of.................. or within [...............] days thereafter
the aforesaid annual premium subject nevertheless to the following provi-
sions:
1. On the discovery or the receipt of notice of any fraud or defalcation
on the part of the employed the assured or other party entitled to make a
claim in respect of this agreement shall immediately give written notice
thereof to the company.  This agreement shall become absolutely void both
as to existing and all future liabilities if the assured or other party as aforesaid
neglect or omit for [........] days after making such discovery or receiving such
notice to forward written notice as aforesaid to the company.  After such
written notice shall have been given to the company by the assured or other
party entitled to make such claim this agreement shall be absolutely void
and of no effect with regard to any subsequent act of embezzlement on the
part of the employed.
2.  Before any payment shall be made under this agreement full
particulars of all claims under it shall be delivered to the company and no
claim shall be made for a part only of the liability under this agreement, but
every claim must be complete and final and must be made within  [.................]
months of the discovery of any act of embezzlement and within [...............]
months after the death or discharge of the employed and shall not be made
afterwards and the company shall be entitled to call for at the assured?s
expense such reasonable particulars and proofs of the correctness of such
claim as the company for the time being may require and to have the same
or any of them verified by statutory declaration. No more than one claim shall
be made under this agreement which upon the making of and except as to
such claim shall wholly cease and determine and shall be given up
discharged on the payment of such claim.
3. This agreement is made with the express reservation to the company
of the rights and remedies legal and equitable of a co-surety as against every
other person or company now being or at any time during the subsistence
hereof becoming surety for the employed  to the assured in his said
employment.
4. The assured shall at the cost of the company whenever required so
to do by the directors thereof afford to the company all such assistance asCh. 67] INDEMNITY?FORMS 369
may be required by them for prosecuting or bringing to justice the employed
for any criminal offence committed by him in his said employment by reason
or in consequence of which the company shall become chargeable under
this agreement or for maintaining any action by the company against the
employed or his personal representatives for recovery of any monies which
the company may have paid under this agreement.
SIGNED etc.
[Signatures on behalf of insurance company]
22
Indemnity by a Company secured by assignment of book
debts of guarantors who have requested the Company to
discharge them from the guarantee
THIS DEED OF INDEMNITY is made the  day of ……………….. BETWEEN
……………………. Limited (hereinafter called the company) having its regis-
tered office situate at [address] of the First Part [trust for the guarantors]
of [address, etc.]  (hereinafter called the trustee which expression shall
include the trustee for the time being of this deed) of the Second Part and
[names and addresses, etc., of guarantors] (hereinafter called the guaran-
tors) of the Third Part.
WHEREAS :
(1) The guarantors at the request of the company by an agreement in
writing dated the ……………… day of ……………. guaranteed to …………….bank
Limited the payment up to the sum of Rs.  …………………. of any overdraft due
to the said bank from the company.
(2) The guarantors have requested the company to discharge them from
all further liability under the said guarantee but at the express instance of
the company have agreed with the company to withdraw such request for
the time being and not to take any immediate steps in order to procure their
discharge from liability under their said guarantee in consideration of their
receiving from the company such indemnity and security as is hereinafter
mentioned.
NOW THIS DEED WITNESSETH as follows:
1. In pursuance of the said agreement the company hereby covenants
and undertakes to indemnify the guarantors and each of them from all further
liability under the said guarantee.
2. By way of additional security the company as beneficial owner hereby
assigns to the trustee all the book and other debts now owing to the company
and also all the book and other debts which may at any time during the
continuance of this security become owing to the company (but not including
G : CDD (Vol. 8) ? 24370 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
uncalled capital of the company) and the full benefit of all the securities for
the said present and future book and other debts.  TO HOLD the same unto
the trustee in trust for the guarantors in proportion to the amounts of their
respective liabilities under the said guarantee but subject to redemption on
discharge of the guarantors from all liability under or on account of their said
guarantee.
3. The trustee shall at any time hereafter if requested in writing by the
guarantors or by any one of them [or   by the majority in number of the
guarantors] to do so forthwith give notice of this deed to the debtors for the
time being of the company PROVIDED ALWAYS that it shall not be obligatory
or incumbent on the trustee to give any notice of this deed to any of the
present or future debtors of the company or to enforce any of the said debts
or to take any steps or proceedings for that purpose unless and until
requested as aforesaid by the guarantors to give such notice and in the
absence of any such request the trustee shall not be answerable or
responsible for any loss occasioned to the guarantors by any delay or
omission in any such respect.
4. The trustee is hereby empowered if he shall in his discretion think fit
to give notice (without having been previously requested to do so  as
aforesaid) to all or any of the present or future debtors of the company of
this present assignment and at his discretion to receive such debts or
appoint a receiver of them and the statutory power of sale shall be
exercisable at any  time by the trustee without further notice.
5. The trustee shall not nor shall the guarantors respectively or their
respective personal representatives or any of them be answerable for or in
anywise chargeable on account of permitting or authorising the company
to receive all or any such debts or to deal with the same or the proceeds
thereof as if they were not subject to this deed and to the mortgage hereby
created.
6.  The statutory  power of appointing new trustees hereof shall be
exercisable by the guarantors and the survivors or survivor of them.
IN WITNESS etc.
[Signatures of all parties]
23
Indemnity by a company to guarantors and secured by
assignment of book debts
THIS DEED OF INDEMNITY is made the ………………….day of ……………………
BETWEEN …………….  Limited having its registered office at [address]
(hereinafter called  the company) of the first part [names and addresses, etc.,
of guarantors] (hereinafter called the guarantors) of the second part andCh. 67] INDEMNITY?FORMS 371
[trustee for guarantors] of [address, etc.] (hereinafter called the trustee) of
the third part.
WHEREAS the guarantors have at the request of the company guaranteed
to ………………. Bank Limited (hereinafter called the bank) the payment up
to the sum of Rs. …………………. of any overdraft due to the bank by the
company and the company have agreed to enter into this deed.
NOW THIS DEED WITNESSETH as follows:
1. The company hereby covenants to keep the guarantors indemnified
against all liability under the said guarantee.
2. The company as beneficial owner and at the request of the guarantors
hereby assigns unto the trustee all the book and other debts now due or
owing to the company and all book and other debts which may at any time
during the continuance of this security become due or owing to the company
together with the full benefit of all securities for the same TO HOLD the same
unto the trustee in trust for the guarantors in proportion to their respective
liabilities under the said guarantee subject to the proviso for redemption
hereinafter contained.
3. Provided always that when the guarantors shall have been released
and discharged from all liability under the said guarantee the trustee will
upon the request and at the cost of the company re-assign the said book
debts to the company.
4. The trustee and the guarantors by themselves or their agents shall
have the right at all times to inspect the books of the company and to take
copies or extracts therefrom.
5. On the first day of every month commencing with the first day of
……………… the company shall inform the trustee and the guarantors of the
amount of the company?s overdraft at the bank.
6. The trustee may at any time at his discretion and shall if so requested
by any of the guarantors give notice hereof to the debtors for the time being
of the company.
7. It shall not be incumbent on the trustee to take any proceedings to
enforce any of the said debts unless so requested by any of the guarantors
who shall provide or give sufficient security for any costs the trustee may
incur in connection with any such proceedings.
8.  The trustee shall not be liable or responsible for permitting the company
to receive any book debts or other debts.
9. The guarantors may appoint any other person or persons to be a
trustee hereof in place of the trustee and thereupon the benefit of this
security shall be assigned to such new or new and continuing trustees.
10. Except where otherwise expressly stated the expression  ?the trustee?
includes his personal representatives and the trustees or trustee for the time372 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
being hereof and the expression  ?the guarantors? includes each of them and
each of their personal representatives.
IN WITNESS etc.
[Signatures of all parties]
24
Indemnity by one of the joint purchasers of immovable
property to the other co-purchaser who had provided
his one-half share of the purchase money and the
balance of the purchase money was secured
by mortgage of the entire property
THIS DEED OF INDEMNITY is made the …………… day of …………………
BETWEEN [indemnifier] of [address, etc.] of the One Part and [person
indemnified] of [address, etc.] of the Other Part.
WHEREAS:
(1) By a conveyance dated the …………. day of ……………. and made
between [vendor] of the one part and the said [indemnifier] and [person
indemnified] of  the other part the property described in the schedule hereto
was in consideration of the payment of the sum of Rs.  ………………. conveyed
upto the said [indemnifier] and [person indemnified] as tenants-in-common
in equal shares.
(2) The said [person indemnified] out of his own monies paid one-half
of the said consideration but the other half was raised by the legal charge
of the said property hereinafter recited.
(3) By a legal charge dated the ………………… day of ………………… and
made between the said [indemnifier] and [person indemnified] of the one
part and the ………………… Building Society of the other part the said
property was charged by way of legal mortgage to secure the principal sum
of Rs.  ………………… with interest thereon  and such payments as might
become due under the rules of the said………….. Building Society as therein
mentioned.
(4) The said legal charge being entered into solely for the benefit of the
said [indemnffier] he has agreed to enter into this deed of indemnity to
indemnify [person indemnified] against all payments of every kind due or
to become due under the said legal charge.
NOW THIS DEED WITNESSETH that in pursuance of the said agreement
and in consideration of the said [person indemnified] upon the request of
the said  [indemnifier] having entered into and executed the said legal charge
the said [indemnifier] hereby covenants with the said [person indemnified]
and his personal representatives that he and his personal representativesCh. 67] INDEMNITY?FORMS 373
will keep them and each of them indemified against all liability whether in
respect of principal or interest and any other payment which may become
payable under the said legal charge and all actions proceedings claims
damages costs and expenses whatsoever in relation thereto.
IN WITNESS etc.
[Signature of indemnifier]
[Date]
25
Indemnity in the form of Trust Certificate given to a Bank
in consideration of the latter handing over documents of
title to the goods pledged as security for advances made
To [Customer].
Dear Sir,
We hand you herewith the undermentioned documents of title to the
undermentioned goods (now in pledge to us as security for advances) on
the following terms and conditions:
1. You undertake to hold the documents of title and the said goods
when received (and the proceeds thereof when sold) as trustees
for …………….. Bank Limited.
2. As you require the said documents in order to obtain delivery of
those goods you undertake to warehouse the goods in the name
of ………………. Bank Limited and to hand us the warrants forthwith;
also to insure the goods against fire to their full insurance value and
to hold the policies on our behalf and in case of loss to pay the
insurance money to us in the same manner as proceeds of sale.
[Or As you require the said goods in order to deliver the goods to
the buyers you undertake to pay us the proceeds of sale without
deduction of any expenses and immediately upon the receipt
thereof or of each portion thereof as the case may be within
................. days from the date hereof and to give us on request full
authority to receive from any person or persons the purchase
money of the goods or any of them and in the meantime to hold
the goods in trust for us.]
3. You undertake also to keep this transaction separate from all other
transactions.
We authorise you to take delivery of the goods on our behalf and to act
as trustees in the custody and realisation of the same and we request you
to pay the proceeds of all sales to us immediately and specifically as
received by you and to act on the above terms.
Yours faithfully,
……………. Bank Limited.
[Signature of branch manager]374 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
SCHEDULE
Description of Description of Ship Name of Invoice Price
Documents Goods Buyer
[Date]
To the Manager,
………………. Bank Limited
………………. Branch.
I [We] acknowledge receipt of the above-mentioned documents relating
to the abovementioned goods of the bank which I [we] receive and will deal
with upon the above terms and conditions giving as I [we] do hereby all the
undertakings mentioned above.
I [We] hereby declare that I am [we are] not indebted to the buyers of
the goods.
Yours faithfully,
[Signature]
26
Indemnity to executors by legatee in consideration of
payment of legacy pending satisfaction of testator?s
debts, in the event of deficiency in the assets
THIS DEED OF INDEMNITY is made the ………………… day of …………………
BETWEEN [legatee] of [address, etc.] (hereinafter called the legatee) of the
One Part and [names and addresses, etc., of executors] (hereinafter called
the executors) of the Other Part.
WHEREAS :
(1) [Testator] late of [address, etc.] (hereinafter called the testator) made
his will dated the ………………… day of ………………… and thereby appointed
the executors to be  the executors and trustees thereof and the testator
bequeathed a legacy of Rs. …………… to the legatee and directed that the
same should be paid within three months after his death and declared that
all legacies bequeathed by his said will should be paid free of duty.
(2) The testator died on the ……………. day of…………….. and his said will
was on  the…………….  day of …………… proved in the……………..  Court
at……….. by the executors.
(3) The legatee has requested the executors to pay him the said legacyCh. 67] INDEMNITY?FORMS 375
but inasmuch as the executors are not yet satisfied that the testator?s assets
will be sufficient to pay his debts and funeral and testamentary expenses
and death duties and also to pay in full the legacies bequeathed by his said
will the executors have agreed to pay such legacy to the legatee on the terms
that the legatee should enter into the covenants hereinafter contained.
NOW THIS DEED WITNESSETH as follows:
1.  In consideration of the payment of the said legacy the legatee hereby
covenants with the executors that if the assets of the testator shall prove
to be insufficient for the payment of all the testator?s debts and funeral and
testamentary expenses and death duties and also in a due course of
administration to pay in full the legacies bequeathed by his said will the
legatee or his personal representatives will on demand repay to the
executors or their personal representatives such a sum as shall represent
the amount by which the said sum of Rs.  ……………… paid to the legatee
shall exceed the amount which the  legatee would have been entitled to
receive in a due course of administration in respect of his said legacy.
2. The legatee also covenants that he will at all times hereafter keep
indemnified the executors and each of them and each of their personal
representatives  against all actions proceedings losses claims demands
expenses and costs in respect of or arising out of the payment made to the
legatee as aforesaid.
IN WITNESS etc.
[Signature of legatee]
27
Indemnity given by the tenants for life to the executors for
holding on the investments without sale or conversion,
contrary to the terms of the will
THIS DEED OF INDEMNITY is made the ………………… day of …………………
BETWEEN [tenant for life] of [address, etc.] (hereinafter called the tenant for
life) of the First Part [names and addresses, etc., of remaindermen]
(hereinafter called the remaindermen) of the Second Part and [names and
addresses, etc., of executors] (hereinafter called the executors which
expression shall include  their successors-in-title) of the Third Part.
WHEREAS :
(1) [Testator] late of [address, etc.] (hereinafter called the testator) by his
will dated the ……………….. day of …………… appointed the executors to be
the executors thereof and gave all his real and personal property to the
executors upon trust for sale and conversion as therein mentioned with
power to postpone the said sale and conversion and after payment of his376 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
funeral and testamentary expenses and debts and certain pecuniary
legacies upon trust to invest the net residue of the proceeds of such sale
and conversion and his ready money (hereinafter called the trust fund) in
or upon any of the investments thereby authorised and to pay the income
thereof to the tenant for life during her life and from and after her death to
hold the trust fund in trust for the remaindermen as tenants-in-common in
equal shares.
(2) The testator died on the .................. day of ................. and his said
will was proved on the ..................... day of ..................... in the .....................
Court at ..................... by the executors.
(3) Part of the testator?s personal estate consists of the investments
specified in the schedule hereto which are not of a nature authorised by the
will but the tenant for life and remaindermen desire that the same shall be
retained and the income therefrom be paid to the tenant for life.
NOW THIS DEED WITNESSETH as follows:
1. The tenant for life and remaindermen hereby jointly and severally
covenant with the executors and each of them that subject to clauses 2 and
3 hereof they the tenant for life and remaindermen will at all times hereafter
indemnify and keep indemnified the executors and each of them and their
respective personal representatives and estates and effects from and
against  all actions proceedings claims demands costs and expenses
whatsoever in respect of the postponement of the sale and conversion of
the investments specified in the schedule hereto or any of those investments
for and the payment of the whole income therefrom to the tenant for life as
long as the executors and each of them in their absolute discretion may
deem fit.
2. It shall be a condition of the validity of the foregoing indemnity that the
executors shall not less than once in every ..................... months consult
a member of the Stock Exchange .............. concerning the investments held
in the testator?s personal estate at that time.
3. Further any of them the tenant for life and remaindermen may as
regards himself or herself determine this indemnity as to the future by giving
the said executors three months? notice in writing to determine [but such
determination shall not affect any part of the income from the said
investments received after such determination in respect of a period wholly
or in part proceeding such determination].
IN WITNESS etc.
SCHEDULE
[Description of unauthorised investments]
[Signatures of tenant for life and remaindermen]Ch. 67] INDEMNITY?FORMS 377
28
Indemnity given by beneficiaries under a will in favour of
the executors for allowing time to a debtor ? liabilities of
the beneficiaries shall be limited to their respective share
THIS DEED OF INDEMNITY is made the ………………… day of …………………
BETWEEN [names and addresses, etc., of beneficiaries] (hereinafter called
the  beneficiaries) of the One Part and [names and addresses, etc., of
executors] (hereinafter called the executors) of the Other Part.
WHEREAS :
(1) [Testator] late of [address, etc.] (hereinafter called the testator) made
his will dated the ………………… day of ………………… and thereby appointed
the executors to be the executors and trustees thereof and after making
certain specific devises and bequests the testator devised and bequeathed
the residue of his real and personal estate to the executors to hold the same
subject to the payment of his debts and funeral and testamentary expenses
(in the events which have happened) for the beneficiaries in the shares and
proportions following that is to say [set out the aliquot shares].
(2) The testator died on the ……………. day of …………….. and his said will
was on  the …………….. day of …………….  proved by the executors in the
………….. Court at ……………….
(3) (Debtor] (hereinafter called the debtor) was indebted to the testator
in the sum of Rs. ………….. and the same still remains due and owing to the
testator?s estate.
(4) The beneficiaries desire that time should be given to the debtor for
the payment of the said debt and have agreed to indemnify the executors
in manner hereinafter expressed.
NOW THIS DEED WITNESSETH as follows:
1. That the beneficiaries hereby severally covenant with the executors
and each of them that the beneficiaries and their respective personal
representatives with at all times keep the executors and each of them and
each of their personal representatives and estates and effects indemnified
from and against all actions proceedings claims  demands costs and
expenses whatsoever in respect of the executors giving time to the debtor
to pay the said debt.
PROVIDED ALWAYS that the liability of each beneficiary under the
covenant hereinbefore contained shall not exceed such a proportion of the
total liability of all the beneficiaries as the share of such beneficiary bears
to the aggregate shares of all the beneficiaries in the testator?s residuary
estate.
2. Nothing herein contained shall prevent the executors taking such steps
as they may think fit after the …………… day of……………  for the recovery378 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
of the whole or any part of the said debt and after that date any of the
beneficiaries or the respective personal representatives of any of them shall
have power to terminate the indemnity herein contained by giving to the
executors one month?s notice in writing provided that such termination shall
not affect the liability of the beneficiaries for the consequences of the debtor
having been given time to pay the debt up the date of such termination.
IN WITNESS etc.
[Signatures of beneficiaries]
29
Indemnity given to the executors by the beneficiaries under
the will for carrying on testator?s business although the
same was not authorised by the will
THIS DEED OF INDEMNITY is made the ………….. day of …………. BETWEEN
[widow] of [address, etc.] (hereinafter called the widow) of the First Part
[names and addresses, etc., of children of testator] (hereinafter called the
children) of the Second Part and [names and addresses, etc., of executors]
(hereinafter called the executors) of the Third Part.
WHEREAS :
(1) [Testator] late of [address, etc.] (hereinafter called the testator) made
his will dated the …………….. day of …………. and thereby appointed the
executors and trustees thereof and after bequeathing certain specific and
pecuniary legacies devised and bequeathed the residue of his estate to the
executors upon trust for conversion and after payment of his debts and
funeral and testamentary expenses and pecuniary legacies to invest the
residue of the proceeds of such conversion as therein mentioned and to pay
the income thereof to the widow during her life and on her death to hold the
capital and future income thereof in trust for such of his children as should
be  living at his death or should have previously died leaving issue then living
and if more than one equally between them.
(2) The testator died on the ……………. day of …………… and his said will
was on the ………….. day of…………… proved by the executors in the Court
at……………..
(3) The children all of whom have attained the age of eighteen years are
the only children of the testator who were living at his death and no child
predeceased him leaving issue.
(4) At the time of his death the testator was carrying on the business of
……….. at [address].
(5)  The testator?s said will contains no power to the executors to postpone
the sale and conversion of the said business but the widow and the childrenCh. 67] INDEMNITY?FORMS 379
have requested them not to sell the same but to continue to carry it on and
the executors have agreed to do so upon the terms hereinafter contained.
NOW THIS DEED WITNESSETH as follows :
1. The widow and the children request the executors to continue to carry
on the said business and for that purpose authorise them to employ any part
of the testator?s estate as capital therein until such time as the widow and
the children or such of them as shall be then alive shall request the executors
to sell the same.
2. The net profits of the said business as from the date of the death of
the testator shall be treated as income of the testator?s residuary estate and
paid to the widow during her life.
3. The accounts of the said business shall be audited by a duly qualified
accountant and a balance-sheet and profit and loss account furnished each
year to the widow and children.
4. The widow and children will at all times hereafter keep the executors
indemnified against all proceedings actions claims and demands whatso-
ever of all persons claiming through or under the testator?s said will in
connection with or on account of the executors carrying on the said business
in manner aforesaid and paying over the profits thereof to the widow and
against all costs and expenses in connection therewith and also against all
personal liability which they or any of them may incur in connection with the
said business.
IN WITNESS etc.
[Signatures of all parties]
30
Indemnity given by the beneficiaries to the trustees who
have made certain investment out of trust fund not
authorised by the settlement, at the request of the
beneficiaries
THIS DEED OF INDEMNITY is made the ………………… day of…………………
BETWEEN [tenant for life] of [address, etc.] (hereinafter called the husband)
of the First Part [reversionary tenant for life] the wife of the said [tenant for
life]  (hereinafter called the wife) of the Second Part and [names and
addresses, etc., of trustees] (hereinafter called the trustees) of the Third
Part.
WHEREAS :
(1) Under a settlement (hereinafter called the settlement) dated the
………………… day of ………………… and made between [parties] certain trust
funds were directed to be held by the trustees in trust to pay the income
thereof to the husband during his life and on his death to pay the said income380 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
to the wife (if surviving) during the remainder of her life and subject to the
trusts aforesaid to hold the trust funds in trust for the children of the husband
and wife and otherwise as therein declared and expressed.
(2) The husband and wife have requested the trustees to invest the sum
of Rs. ..................... forming part of the said trust funds in the purchase of
..................... and such a mode of investment is not authorised by the
settlement.
(3)  The trustees have agreed to make such investment as aforesaid upon
the terms that the husband and wife should indemnify them as hereinafter
provided.
NOW THIS DEED WITNESSETH as follows:
1. The husband and wife hereby jointly and severally covenant with the
trustees and each of them that they or one of them or their or his or her
personal representatives will at all times hereafter indemnify the trustees
and each of them and each of their personal representatives against all
actions proceedings claims demands costs and expenses whatsoever in
respect of such investment of the sum of Rs.................... in the purchase
of ..................... as aforesaid.
2. The husband and the wife hereby charge their respective interests
(whether in possession or reversion) under the settlement with the payment
of all monies which they or either of them or their respective personal
representatives may be or become liable to pay under the covenant
hereinbefore contained.
IN WITNESS etc.
[Signatures of husband and wife]
31 31 31 31 31
Indemnity given by the beneficiaries to the trustees who Indemnity given by the beneficiaries to the trustees who Indemnity given by the beneficiaries to the trustees who Indemnity given by the beneficiaries to the trustees who Indemnity given by the beneficiaries to the trustees who
have purchased property out of trust-fund in breach of trust have purchased property out of trust-fund in breach of trust have purchased property out of trust-fund in breach of trust have purchased property out of trust-fund in breach of trust have purchased property out of trust-fund in breach of trust
THIS DEED OF INDEMNITY is made the ………………… day of …………………
BETWEEN [names and addresses, etc., of beneficiaries of full age] (here-
inafter called the beneficiaries) of the One Part and [names and addresses,
etc., of trustees] (hereinafter called the trustees) of the Other Part.
WHEREAS :
(1) By a settlement dated the ………………… day of ………………… and
made between [parties] a certain fund was settled upon the trusts therein
declared but the said settlement contained no power for the trustees thereof
to invest in land [Or By the will of [testator] late of [address] made the
………………… day of ………………… and duly proved by the executors thereinCh. 67] INDEMNITY?FORMS 381
named on the day of…………….. in the……………… court at ………………..the
said testator settled a certain fund upon the trusts therein declared but the
said will contained no power for the trustees thereof to invest in land.
(2) The trustees are the present trustees of the said settlement [will].
(3) By a conveyance dated the ………………… day of ………………… and
made between [vendor] of the one part and the trustees of the other part
the land described in the schedule there was conveyed to the trustees in
fee simple.
(4) The consideration for the said conveyance was provided out of funds
subject to the said settlement [will].
(5) By a declaration of trust dated the ………………… day of …………………
the trustees declared that they held the said land upon trust to sell the same
and to hold the proceeds of such sale and the income until sale upon the
trusts declared by the said settlement [will] and applicable to the fund so
settled as aforesaid so far as the same were still subsisting and capable
of taking effect.
(6) The beneficiaries have agreed to give to the trustees such indemnity
as is hereinafter contained in respect of the breach of trust committed by
the trustees in purchasing the said land and in respect of the transaction
effected by the said conveyance and declaration of trust.
NOW THIS DEED WITNESSETH that the beneficiaries of the said settled
fund being sui juris hereby jointly and severally covenant with the trustees
(1) to pay all the expenses of effecting [and keeping up] a policy of
insurance in the name of the trustees for such sum and in such
office as the trustees shall determine by way of indemnity against
all claims brought against the trustees in respect of such breach
of trust;
(2) to indemnify the trustees and each of them and keep them and each
of them at all times indemnified against all loss and liability of any
kind whatsoever in respect of
(a) the transaction effected by the said conveyance,
(b) the execution of the said conveyance and declaration of trust
or,
(c) in any way arising out of or relating to the transaction effected
by the said deeds.
IN WITNESS etc.
[Signatures of the beneficiaries]382 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
32 32 32 32 32
Indemnity given to an executor by a debtor who has been Indemnity given to an executor by a debtor who has been Indemnity given to an executor by a debtor who has been Indemnity given to an executor by a debtor who has been Indemnity given to an executor by a debtor who has been
granted  granted  granted  granted  granted extension of time for repayment of debt extension of time for repayment of debt extension of time for repayment of debt extension of time for repayment of debt extension of time for repayment of debt
due to the  due to the  due to the  due to the  due to the testator?s estate testator?s estate testator?s estate testator?s estate testator?s estate
THIS DEED OF INDEMNITY is made the ..................... day of .....................
BETWEEN [debtor] of [address, etc.] (hereinafter called the debtor) of the ONE
PART and [executor] of [address, etc.] (hereinafter called the executor) of
the OTHER PART.
WHEREAS :
(1) [Testator] late of [address, etc.] (hereinafter called the testator) made
his will dated the ………………… day of ………………… whereby he appointed
the executor to be the executor thereof and died on the ………………… day
of ………………… and his said will was on the day of ………………… proved
by the executor in the Principal [or ..................... District] Probate Registry.
(2) The debtor was indebted to the testator in the sum of Rs.  ………….
and still remains indebted to the testator?s estate in that sum together with
interest thereon at the rate of …….. per cent per annum from the
………. day of …….. (as the debtor hereby acknowledges).
(3) The debtor has requested time for payment of the said debt and the
interest thereon and the executor has agreed to give the debtor time in
manner and on the terms hereinafter expressed.
NOW THIS DEED WITNESSETH as follows:
1. Subject to the provisions hereinafter contained the executor will not
take any proceedings against the debtor to recover the said debt or any part
thereof so long as the debtor on the first day of every month commencing
with the first day of ………………… pays to the executor the sum of Rs.
……………. in part payment of the said debt and also pays the interest at the
rate aforesaid on so much of the said debt as shall from time to time remain
unpaid.
2. Provided always that if the debtor shall make default in the punctual
payment in full of any such instalment of Rs.  …………. or any such interest
or if  the debtor shall commit any act of bankruptcy or die or have any
execution levied on his goods or any judgment recovered against him then
and in any such case the executor may forthwith take such proceedings as
he may think fit for the recovery of the said debt or the unpaid part thereof
and the interest thereon.
3. The debtor hereby covenants with the executor that the debtor or his
personal representatives will indemnify the executor and his personal
representatives against all actions proceedings claims damages costs and
expenses whatsoever which the executor or his personal representativesCh. 67] INDEMNITY?FORMS 383
may be liable to or incur by reason of the executor giving time to the debtor
to pay the said debt and not taking proceedings to recover the same.
IN WITNESS etc.
[Signatures of both parties]
33 33 33 33 33
Indemnity given to trustees by husband and wife for Indemnity given to trustees by husband and wife for Indemnity given to trustees by husband and wife for Indemnity given to trustees by husband and wife for Indemnity given to trustees by husband and wife for
exclusion from  exclusion from  exclusion from  exclusion from  exclusion from vesting certain pecuniary legacy vesting certain pecuniary legacy vesting certain pecuniary legacy vesting certain pecuniary legacy vesting certain pecuniary legacy
in favour of the trustees in favour of the trustees in favour of the trustees in favour of the trustees in favour of the trustees
THIS DEED OF INDEMNITY is made the ………………… day of …………………
BETWEEN [husband] of [address, etc.] (hereinafter called the husband) of
the FIRST PART [wife] his wife (hereinafter called the wife) of the SECOND
PART [son] of [address, etc.] (hereinafter called the son) of the THIRD PART
and [names and addresses, etc., of trustees] (hereinafter called the
trustees) of the FOURTH PART.
WHEREAS:
(1) Under and by virtue of a settlement (hereinafter called the settlement)
dated the ………………………. day of ……………………….. and made between
[parties] being a settlement made in contemplation of the marriage which
shortly thereafter was solemnised between the husband and the wife certain
trust funds therein referred to as the wife?s fund were directed to be held
by the trustees upon trust to pay the income thereof to the wife during her
life and on her death to pay the same to the husband (if surviving) during
the remainder of his life and subject thereto upon trusts as to both capital
and income for the benefit of such children of  the said marriage as the
husband and wife should in manner therein mentioned appoint and in default
of any such appointment upon trust for all or any of the children or child of
the marriage who should attain the age of eighteen years or being daughters
or a daughter attain that age or marry under that age.
(2) By the settlement the wife covenanted with the trustees that there
should be duly vested in the trustees at the cost of the wife?s fund by such
means as the trustees should reasonably require all real and personal
property exceeding in value Rs.  ………………… from the same Source (other
than certain specifically excepted kinds of property) to which the wife might
during the said marriage become entitled in possession or reversion and
that any property vested in the trustees pursuant to this covenant should
be held by the trustees as part and upon the trusts of the wife?s fund or such
of the same as should for the time being be subsisting and capable of taking
effect.
(3) There has been issue of the said marriage one child only namely the
son who attained the age of eighteen years on the…………. day of …………..384 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
(4) The wife is now of the age of ..................... years.
(5) Under and by virtue of the will dated the ..................... day of
..................... of [testator] who died on the ………………… day of …………………
and whose said will was proved in the ………………… Court at …………………
on the ………………… day of ………………… by [executors] the wife is entitled
to a legacy of Rs. ………….. but the same has not yet been paid by the
said [executors].
(6) The husband, the wife and the son are each desirous that notwith-
standing the said covenant for settlement of after-acquired property of the
wife in the settlement contained the said legacy of Rs.  ………………… should
be paid  to and retained by the wife for her own absolute use and benefit free
from the trusts of the settlement.
(7) The trustees have agreed that the said legacy should be so paid to
and retained by the wife as aforesaid upon the execution of the covenant
of indemnity hereinafter contained.
NOW THIS DEED WITNESSETH as follows:
1.  The husband and wife and the son hereby jointly and severally
covenant with the trustees that they or one of them or their or his or her
personal representatives will at all times hereafter indemnify the trustees
and each of them and each of their personal representatives and estates
from and against all actions proceedings claims demands costs and
expenses whatsoever in respect of or arising out of the said legacy of Rs.
………………… bequeathed to the wife by the said will of the said [testator]
being paid to and retained by the wife for her own absolute use and benefit
or the failure to vest the same in the trustees upon the trusts declared by
the settlement of and concerning the wife?s fund.
2. Each of them the husband, the wife and the son hereby charge their
respective interests (whether in possession or reversion) under the settle-
ment with the payment of all monies which they or any of them or their
respective personal representatives may be or become liable to pay under
the covenant hereinbefore contained.
IN WITNESS etc.
[Signatures of husband, wife and son]
34 34 34 34 34
Indemnity given to the trustees by husband and wife upon Indemnity given to the trustees by husband and wife upon Indemnity given to the trustees by husband and wife upon Indemnity given to the trustees by husband and wife upon Indemnity given to the trustees by husband and wife upon
payment to husband of trust fund, subject to the life payment to husband of trust fund, subject to the life payment to husband of trust fund, subject to the life payment to husband of trust fund, subject to the life payment to husband of trust fund, subject to the life
interest of the wife, in default of a child being born interest of the wife, in default of a child being born interest of the wife, in default of a child being born interest of the wife, in default of a child being born interest of the wife, in default of a child being born
of the wife who has crossed her age of materials of the wife who has crossed her age of materials of the wife who has crossed her age of materials of the wife who has crossed her age of materials of the wife who has crossed her age of materials
THIS DEED OF INDEMNITY is made the ………………… day of …………………Ch. 67] INDEMNITY?FORMS 385
BETWEEN [husband] of [address, etc.] (hereinafter called the husband) of
the First Part [wife] his wife (hereinafter called the wife) of the Second Part
and [names and addresses, etc., of trustees] (hereinafter called the
trustees) of the Third Part.
WHEREAS :
(1) Under and by virtue of a settlement made on the ………………… day
of ………………… between the husband of the first part the wife then [maiden
name] of the second part and the trustees of the third part being a settlement
made in contemplation of the marriage shortly afterwards solemnised
between the husband and the wife the sum of Rs…………………. was
transferred to the trustees upon trust after the said intended marriage to
invest the same and to pay the income therefrom to the husband for the term
of his life and from and after his decease to pay the said income unto the
wife for the term of her life in case she should survive the husband and from
and after the deceased of the survivor of the husband and wife upon trust
for the benefit of the children of the said marriage as the husband and wife
should in manner therein mentioned appoint and in default thereof upon trust
for all or every the children of the said marriage who being a son or sons
should attain the age of eighteen years or being a daughter or daughters
should attain that age or marry in equal shares as tenants-in-common and
in case there should be no children of the said intended marriage who should
acquire a vested interest in the said trust fund then upon trust for the said
husband absolutely.
(2) There never has been any issue of the said marriage and the wife
is now of the age of …………. years.
(3) The trustees have at the request of the husband and of the wife sold
the investments now representing the said sum of Rs.  ………………..
and paid the sum of Rs.  ……………….. the net monies produced by such
sale to the husband (the receipt and payment whereof the husband and wife
hereby respectively acknowledge).
(4) It was agreed that in consideration of such sale and payment as
aforesaid the husband and wife should give to the trustees such indemnity
as is hereinafter contained.
NOW  THIS DEED WITNESSETH  that in pursuance of the said agreement and
in consideration of the premises the husband and wife hereby jointly and
severally covenant with the trustees and each of them that they the husband
and wife and each of them will at all times hereafter indemnify and keep
indemnified the trustees and each of them from all actions proceedings
claims or demands by any person or persons in respect of the sale of the
said investments and the payments of the proceeds of sale to the husband
as aforesaid and also against all costs damages or expenses which the
trustees or either of them may pay incur or sustain by reason of such sale
and payment as aforesaid or otherwise in relation to the premises.
IN WITNESS etc.
[Signatures of husband and wife]
G : CDD (Vol. 8) ? 25386 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
35 35 35 35 35
Counter-indemnity by a Customer in favour of a Bank Counter-indemnity by a Customer in favour of a Bank Counter-indemnity by a Customer in favour of a Bank Counter-indemnity by a Customer in favour of a Bank Counter-indemnity by a Customer in favour of a Bank
against a Bank Guarantee issued by the Bank at the against a Bank Guarantee issued by the Bank at the against a Bank Guarantee issued by the Bank at the against a Bank Guarantee issued by the Bank at the against a Bank Guarantee issued by the Bank at the
request of the Customer request of the Customer request of the Customer request of the Customer request of the Customer
THIS AGREEMENT is made ..................... day of ..................... BETWEEN
(hereinafter called  ?the Customer?) which term shall mean and include
unless  repugnant to the context, him/them, his/their heirs, executors,
successors and assigns) of the One Part and ..................... (hereinafter
referred to as  ?the Bank?) which term shall include its successors and
assigns) of the Other Part.
WHEREAS the Bank has agreed to guarantee and has guaranteed the
payment of Rs. ..................... (Rupees ...............................) obligation/
performance/engagement as per the contract entered into between the
Customers and ..................... on behalf of the Customer as per the Letter
or Guarantee issued by the bank at the request of the Customer in favour
of ........... a copy of which is annexed hereto as part of this agreement and
has been signed by the Customer, on the Customer agreeing to pay
commission and give their counter indemnity against any claim, loss/liability
to be incurred by the bank in consequence of giving the said Guarantee.
NOW THIS AGREEMENT WITNESSETH as follows:
1. The Customer hereby agrees that if the bank is required to make
payment of the whole or any part of the amount or is made liable for any
performance/obligation/engagement in terms of the said Guarantee, the
Customer shall pay forthwith on demand in writing by the bank without
demur the amount demanded by the beneficiary under the Bank?s Guaran-
tee to enable it to fulfil its obligations under the guarantee.
2. In the event of the customer failing to pay as aforesaid and the bank
meeting its obligations and commitments, the Customer shall reimburse and
repay to the bank the amount paid by the bank or for which the bank has
incurred liability..................... to with interest at the rate of ............% over
the bank rate subject to minimum to.............% per annum with ............  rests
(quarterly) from the date of payment by the bank to the date of payment by
the Customer on being called upon to pay by the bank.
3. That the Customer also doth hereby undertake to indemnify the bank
against all other costs, charges and expenses with respect to any actions,
claims or proceedings with reference to or in connection with the said
Guarantee which may be incurred by the bank as a result of non-fulfilment
of obligations by the Customer.
4. That as a security for payment of the amount due to the bank under
these presents the Customer has deposited a fresh margin of Rs. .............
and/or has already pledged and handed over the FDR No. ...................  duly
discharged and the Customer has authorised the bank to adjust orCh. 67] INDEMNITY?FORMS 387
appropriate the said amount  of fresh margin/fixed deposit and interest
thereon towards satisfaction of its dues or claim under this agreement at
any time on or before the maturity of the said FDR. In case of renewal of
FDR, the Customer agrees that the said FDR shall be and remain with the
Bank as security with interest as aforesaid.
IN WITNESS WHEREOF, etc.
36 36 36 36 36
Counter-indemnity in the form of a letter Counter-indemnity in the form of a letter Counter-indemnity in the form of a letter Counter-indemnity in the form of a letter Counter-indemnity in the form of a letter
[Short form]
[Date]
To ………………… Bank Limited.
I [We] of [address, etc.] hereby request and authorise you to give [or join
in] the indemnity (a copy whereof is attached hereto and initialled by me [us]
for the purposes of identification) and in consideration of your so doing I [we]
hereby undertake and agree?
(a) to indemnify you from and against all actions proceedings damages
costs claims demands expenses or losses which you may suffer
incur or sustain by reason or on account of your having …………………
the said ………………… or otherwise in the premises howsoever;
(b) that you shall be entitled to debit …………………  account or accounts
at any of your branches with the amount of any payments you may
make under or in respect of the said …………………
(c) that any request made upon you by …………… for payment of any
sum of money shall be a sufficient authority to you for making any
such payment.
[Signature[s] of customer[s] over a…stamp]
37 37 37 37 37
Letter of Indemnity to a Company by a Share-holder for Letter of Indemnity to a Company by a Share-holder for Letter of Indemnity to a Company by a Share-holder for Letter of Indemnity to a Company by a Share-holder for Letter of Indemnity to a Company by a Share-holder for
issue of a new Share Certificate in lieu of the original issue of a new Share Certificate in lieu of the original issue of a new Share Certificate in lieu of the original issue of a new Share Certificate in lieu of the original issue of a new Share Certificate in lieu of the original
which has been lost or destroyed which has been lost or destroyed which has been lost or destroyed which has been lost or destroyed which has been lost or destroyed
To
The Directors of A. B.  Limited
…………………………………
Dear Sirs,
In consideration of your agreeing to issue to me a new share certificate388 CONVEYANCING, DRAFTING & DEEDS [Ch. 67
for............. equity shares numbered.................... to .....................in your
Company, in place of the original share certificate for the same, which has
been lost/destroyed, I hereby agree to indemnify the Company and the
Directors against all the claims in respect of the said share certificates and
against all costs and expenses that may be incurred by the Company and/
or the Directors for defending any action, proceedings and demands made
by any one against the Company and/or the Directors in consequence of
the issue of the new share certificate to me.
Yours faithfully,
..............................
38 38 38 38 38
Indemnity Bond by a Shareholder to a Company against Indemnity Bond by a Shareholder to a Company against Indemnity Bond by a Shareholder to a Company against Indemnity Bond by a Shareholder to a Company against Indemnity Bond by a Shareholder to a Company against
issue of Duplicate  issue of Duplicate  issue of Duplicate  issue of Duplicate  issue of Duplicate Share Certificates for the original that Share Certificates for the original that Share Certificates for the original that Share Certificates for the original that Share Certificates for the original that
have been lost?Two  have been lost?Two  have been lost?Two  have been lost?Two  have been lost?Two Sureties joining Sureties joining Sureties joining Sureties joining Sureties joining
THIS DEED OF INDEMNITY made by and BETWEEN ............................. of
No.  .......................... (hereinafter called the Claimant) and ............................
of No.  ..................... (hereinafter called the  ?Sureties?  collectively) and
..................... a Ltd. Company incorporated under the Companies Act, 1956
and having its registered Office at No.  ..................... (hereinafter referred to
as the Company) of the THIRD PART.
WHEREAS the claimant is the holder and the sole and absolute owner of
..................... shares (equity/preference) in the Company of the face value
of Rs.  ..................... each bearing Nos.  ..................... to.....................
AND WHEREAS the certificates relative to the said shares numbered
..................... to................... have been inadvertently mislead, lost or
destroyed.
AND WHEREAS the company has agreed to issue a fresh duplicate
certificate in place of the certificates originally issued as aforesaid.
AND WHEREAS the claimant and the two sureties abovenamed undertake
to indemnify the Company against any loss or damage which it may sustain
for such duplicate share issue.
NOW THIS DEED WITNESSETH as follows:
In consideration of the Company having issued this day a fresh duplicate
certificate for shares of Rs.  ..................... (in which the claimant has
unencumbered vested interest) in lieu of the certificates originally issued
to the claimant having been lost or destroyed, the claimant and the sureties
jointly and/or severally and/or their heirs executors and/or administrator
undertake hereby to indemnify and keep indemnified at all times the
company against all claims, actions, costs, charges, expenses, losses and/Ch. 67] INDEMNITY?FORMS 389
or damages which the Company may have to pay incur and/or sustain in
consequence of the issuance of the  said duplicate share certificate.
IN WITNESSES WHEREOF, etc.
WITNESSES:
1. Claimant
2. Surety
39 39 39 39 39
Indemnity Bond for Transmission of Shares to Heirs Indemnity Bond for Transmission of Shares to Heirs Indemnity Bond for Transmission of Shares to Heirs Indemnity Bond for Transmission of Shares to Heirs Indemnity Bond for Transmission of Shares to Heirs
of Deceased Share-holder of Deceased Share-holder of Deceased Share-holder of Deceased Share-holder of Deceased Share-holder
THIS DEED OF INDEMNITY made on………………… day of…………………
20………. BETWEEN SRI…………………………  residing at No…………………. AND
SRI ………………… residing at No………………… (hereinafter referred to as  ?the
Sureties?) of the  FIRST PART and SRI ………………… residing at No.  …………………
(hereinafter referred to as ?the Applicants?) and ………………… incorporated
under the Indian Companies Act, 1956 and having its registered office No.
………………. (hereinafter referred to as ?the Company?) of the THIRD PART.
WHEREAS ………………… Equity Shares bearing Nos. …………… of the face
value of Rs. ………………… each stand registered in the books of the
Company in the name of Sri ………………… of No. …………………
AND WHEREAS the said Sri ………………… departed his life on ……………
20…………. intestate leaving him surviving ………………….. (wife, sons &
daughters) as heirs and legal representatives under the law.
AND WHEREAS the applicants have become jointly entitled to the said
shares by inheritance as a result of the death of the said deceased.
AND WHEREAS the applicants requested the company to transfer the said
shares in the name of the applicants and to pay the arrears of dividend, if
any, accrued due thereon.
AND NOW THESE PRESENTS WITNESSETH that in consideration of  the
Company transferring the said shares into the name of the applicants and
paying them the dividends already accrued due or which will accrue due
thereon, the Sureties and the applicants for themselves, their heirs,
executor, administrator and assigns jointly and severally do hereby agree
indemnify and keep indemnified at all times the Company its successors
and assigns, against all claims, demands, costs, charges, expenses and
losses which the company its Successors or assigns may sustain incur or
be liable for and to save and defend them from and against all actions, suits
and proceedings in connection with and/or in relation to the said shares or
the dividends accrued or to accrue due thereon on any part thereof.
IN WITNESS WHEREOF, etc.
[Signatures of all the Parties and
Common seal of Company]