Buying Commercial Property · glossary

Indemnity covenant

A buyer's promise to its seller to keep a covenant and to repay the seller's loss if it is broken. It binds only the company that gave it, so each seller takes a fresh one from its buyer. Fellgate gives Holmfield one in panel 11 of the transfer. Contract, Annex 1, panel 11 · Chapter 4 · see Positive covenant

Explained in Chapter 4, The Covenant, of Buying Commercial Property.

How it comes up, in Chapter 4
Hebble, which gave the covenant, stayed liable on it by contract after it sold the land. So when Hebble sold to Holmfield in 1987, it took an indemnity covenant from Holmfield: a promise to keep the covenant and repay Hebble's loss if it is broken. That promise is a positive covenant (a promise to act or pay). Only a promise not to do something passes with the land, so this one binds Holmfield but not later owners.
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