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Parent Guarantee Agreement
"I need a Parent Guarantee Agreement under UAE law where our Dubai-based parent company guarantees a 5-year, AED 50 million loan facility that our subsidiary is taking from Emirates NBD Bank, with the guarantee to commence from March 1, 2025."
1. Parties: Identification of the Guarantor (Parent Company), the Beneficiary, and the Principal Debtor (Subsidiary)
2. Background: Context of the guarantee, including details of the underlying obligation or facility being guaranteed
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Guarantee and Indemnity: Core provisions setting out the guarantee obligations and indemnity
5. Scope of Guarantee: Specific details of what obligations are covered by the guarantee
6. Nature of Guarantee: Establishing that this is a continuing guarantee and primary obligation
7. Preservation of Rights: Provisions ensuring the guarantee remains valid despite changes to the underlying obligation
8. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
9. Payment Mechanics: Process and requirements for making payments under the guarantee
10. Costs and Expenses: Allocation of costs related to the preparation and enforcement of the guarantee
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of UAE law governance and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Tax Gross-Up: Required if payments under the guarantee might be subject to tax deductions
2. Currency Indemnity: Needed for cross-border transactions involving multiple currencies
3. Islamic Finance Provisions: Required if the guarantee needs to be Sharia-compliant
4. Change of Guarantor: Needed if there's possibility of the guarantor being replaced or additional guarantors being added
5. Amendments and Waivers: Detailed procedures for modifying the guarantee terms, needed for complex transactions
6. Transferability: Required if the guarantee rights may be assigned or transferred
7. Multiple Guarantors: Required when more than one entity is providing the guarantee
8. Financial Covenants: Needed when specific financial conditions must be maintained by the guarantor
1. Form of Demand: Template for making a demand under the guarantee
2. Guaranteed Obligations: Detailed list or description of the obligations being guaranteed
3. Corporate Authorizations: Copies of relevant board resolutions and powers of attorney
4. Guarantor Information: Details of the guarantor's corporate information and contact details
5. Underlying Agreement: Copy or summary of the agreement giving rise to the guaranteed obligations
6. Payment Instructions: Banking and account details for payments under the guarantee
Authors
Banking and Financial Services
Construction and Real Estate
Energy and Utilities
Manufacturing
Telecommunications
Retail and Consumer Goods
Healthcare
Technology
Infrastructure
Transportation and Logistics
Mining and Natural Resources
Industrial Services
Legal
Finance
Treasury
Risk Management
Corporate Secretariat
Compliance
Corporate Development
Commercial Operations
Credit Control
Executive Management
Chief Financial Officer
General Counsel
Legal Director
Finance Director
Treasury Manager
Corporate Finance Manager
Risk Manager
Company Secretary
Commercial Director
Chief Executive Officer
Legal Counsel
Financial Controller
Credit Manager
Compliance Officer
Corporate Development Manager
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