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Limited Guarantee Agreement
"I need a Limited Guarantee Agreement where ABC Holdings Ltd (parent company) guarantees a $5M bank loan for its subsidiary XYZ Operations Ltd, with the guarantee capped at 60% of the outstanding loan amount and including quarterly financial covenant reporting requirements."
1. Parties: Identifies the Guarantor, the Beneficiary (typically a lender or creditor), and the Principal Debtor whose obligations are being guaranteed
2. Background: Explains the context of the guarantee, including reference to the principal agreement or facility being guaranteed
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Guarantee and Indemnity: Core section detailing the guarantee obligations and any accompanying indemnity
5. Scope of Guarantee: Specifies the extent and limitations of the guaranteed obligations
6. Nature of Guarantee: Establishes whether the guarantee is continuing, irrevocable, and the conditions for discharge
7. Payments: Details the payment obligations, including timing, method, and currency
8. Representations and Warranties: Standard representations and warranties from the Guarantor
9. Preservation of Rights: Provisions maintaining the Beneficiary's rights in various circumstances
10. Enforcement: Conditions and processes for enforcing the guarantee
11. Notices: Communication requirements and contact details
12. Governing Law and Jurisdiction: Specifies applicable law and courts having jurisdiction
1. Security: Include when the guarantee is supported by specific security or collateral
2. Multiple Guarantors: Required when there is more than one guarantor, establishing joint and several liability
3. Financial Covenants: Include when the guarantor must maintain specific financial metrics
4. Corporate Authorization: Include for corporate guarantors to confirm proper authorization
5. Independent Legal Advice: Include when the guarantor is an individual or there's a requirement to confirm independent advice
6. Currency Provisions: Include for cross-border transactions involving multiple currencies
7. Tax Gross-Up: Include when tax implications need to be addressed in the guarantee payments
8. Assignment and Transfer: Include when transfer rights need to be specifically addressed
1. Form of Demand: Standard form for making a demand under the guarantee
2. Guaranteed Obligations: Detailed description of the obligations being guaranteed
3. Security Documents: List and/or copies of related security documents (if applicable)
4. Corporate Authorizations: Copies of relevant corporate approvals and resolutions
5. Notice Details: Detailed contact information for all parties
6. Guarantee Limitations: Specific limitations or caps on the guarantee amount
7. Form of Compliance Certificate: Standard form for periodic compliance certification (if required)
Authors
Banking and Financial Services
Commercial Real Estate
Corporate Finance
Investment Banking
Private Equity
Commercial Lending
Asset Management
Construction and Development
Manufacturing
Retail and Wholesale
Professional Services
Legal
Finance
Risk Management
Treasury
Corporate Secretariat
Compliance
Credit
Commercial
Business Development
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Commercial Director
Risk Manager
Credit Manager
Treasury Manager
Corporate Secretary
Business Development Manager
Relationship Manager
Compliance Officer
Financial Controller
Managing Director
CEO
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