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Limited Guarantee Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Limited Guarantee Agreement is a crucial document in Canadian commercial transactions where partial financial security is required. It is commonly used in situations where a lender or creditor requires additional security for a loan or other financial obligation, but the guarantor's liability needs to be capped or limited in some way. This document is particularly relevant in corporate group structures, project financing, or commercial lending scenarios where parent companies or related entities provide guarantees for subsidiaries or affiliated companies. The agreement must comply with Canadian federal and provincial requirements, including writing and execution formalities under the applicable Statute of Frauds, and may need to address specific provincial law considerations, especially for cross-provincial transactions or those involving Quebec's civil law system.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































Clauses



























Relevant Industries

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

Relevant Teams

Legal

Finance

Risk Management

Treasury

Corporate Secretariat

Compliance

Credit

Commercial

Business Development

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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