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Corporate Guarantee Agreement
"I need a Corporate Guarantee Agreement under Indian law where ABC Manufacturing Ltd. will guarantee a 50 crore INR term loan facility being extended by State Bank of India to its wholly-owned subsidiary XYZ Industries Private Limited, with the guarantee to be effective from January 15, 2025."
1. Parties: Identification of the Guarantor (corporate entity providing guarantee), the Beneficiary (party receiving guarantee), and the Principal Debtor
2. Background: Details of the underlying transaction/facility and the context for providing the guarantee
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Guarantee and Indemnity: Core guarantee obligations, scope of guarantee, and indemnification provisions
5. Nature of Guarantee: Specifies that the guarantee is continuing, unconditional, and irrevocable
6. Representations and Warranties: Guarantor's representations regarding its capacity, authority, and financial condition
7. Payment Mechanics: Procedures for making payments under the guarantee, including timing and method
8. Demands and Notices: Process for making demands under the guarantee and serving notices
9. Preservation of Rights: Beneficiary's rights preservation and non-discharge of guarantor's obligations
10. Costs and Expenses: Allocation of costs related to preparation, enforcement of guarantee
11. Term and Termination: Duration of guarantee and circumstances for termination
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Multiple Guarantors: Required when there are multiple corporate guarantors, specifying joint and several liability
2. Currency Provisions: Needed for cross-border transactions involving foreign currency payments
3. Tax Provisions: Detailed tax clauses required when guarantee payments may have tax implications
4. Security Provisions: Required when guarantee is backed by specific security or assets
5. Assignment and Transfer: Needed when rights under guarantee may be assigned or transferred
6. Force Majeure: Optional clause for events beyond parties' control affecting guarantee obligations
7. Regulatory Compliance: Required for regulated entities or when specific regulatory approvals are needed
1. Details of Underlying Facility: Schedule containing details of the principal debt/facility being guaranteed
2. Guarantee Limit and Scope: Specific amounts, percentages, and scope of the guarantee coverage
3. Form of Demand Notice: Template for making formal demands under the guarantee
4. Corporate Authorizations: Board resolutions and other corporate approvals for providing guarantee
5. Condition Precedent Documents: List of documents required before guarantee becomes effective
6. Specified Events of Default: Detailed list of events triggering guarantee obligations
Authors
Banking and Financial Services
Infrastructure
Real Estate
Manufacturing
Trading and Commerce
Information Technology
Telecommunications
Energy and Utilities
Healthcare
Hospitality
Construction
Transportation and Logistics
Legal
Finance
Treasury
Corporate Secretarial
Risk Management
Compliance
Corporate Finance
Board of Directors
Credit
Corporate Banking
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Company Secretary
Treasury Manager
Risk Manager
Credit Manager
Financial Controller
Compliance Officer
Managing Director
Board Director
Corporate Finance Manager
Banking Relationship Manager
General Counsel
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