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Bank Counter Guarantee
"I need a Bank Counter Guarantee document under German law for Deutsche Bank AG counter-guaranteeing Commerzbank's €5 million guarantee in favor of a construction project in Munich, with quarterly reduction provisions and expiry date of March 15, 2025."
1. Parties: Identification of the Counter-Guarantor Bank, the Primary Bank (Beneficiary), and reference to the Principal (Original Applicant)
2. Background: Context of the counter-guarantee, including reference to the primary guarantee and underlying commercial transaction
3. Definitions: Key terms used in the counter-guarantee, including 'Primary Guarantee', 'Underlying Transaction', 'Guarantee Amount', and 'Expiry Date'
4. Counter-Guarantee Amount and Currency: Specification of the maximum amount and currency of the counter-guarantee obligation
5. Scope of Counter-Guarantee: Detailed description of the counter-guarantee obligation and conditions for payment
6. Demand Requirements: Formal requirements for making a valid demand under the counter-guarantee
7. Payment Terms: Timeframe and process for payment upon receipt of a compliant demand
8. Expiry and Release: Terms regarding the expiry date, conditions for release, and return of guarantee document
9. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
10. Notices: Communication methods and contact details for all formal notifications
1. Reference to URDG 758: Optional incorporation of ICC Uniform Rules for Demand Guarantees, recommended for international transactions
2. Transfer and Assignment: Provisions regarding transferability of the counter-guarantee, included when transfer rights are to be restricted or permitted
3. Force Majeure: Specific provisions for force majeure events, particularly relevant for international transactions
4. Reduction Clauses: Mechanisms for automatic or triggered reduction of the guarantee amount, included when stepped reductions are agreed
5. Anti-Money Laundering Compliance: Specific AML provisions when dealing with high-risk jurisdictions or as required by bank policy
6. Electronic Presentation: Terms for electronic presentation of documents, included when parties agree to electronic communications
1. Form of Demand: Prescribed format for making a demand under the counter-guarantee
2. Copy of Primary Guarantee: Copy or key terms of the primary guarantee being counter-guaranteed
3. Authentication Procedures: Specific procedures for authenticating demands and communications
4. Fee Schedule: Details of fees, charges, and reimbursement obligations
Authors
Counter-Guarantee Amount
Counter-Guarantor Bank
Compliant Demand
Demand Period
Effective Date
Electronic Presentation
Expiry Date
Force Majeure Event
Guarantee Fee
ICC URDG 758
Maximum Liability Amount
Permitted Transfer
Primary Bank
Primary Guarantee
Principal
Principal Agreement
Reduction Schedule
Specified Currency
Ultimate Beneficiary
Underlying Transaction
Valid Demand
Governing Law
Business Hours
Notification Requirements
Payment Date
Reimbursement Obligation
Security Interest
Submission Deadline
Supporting Documents
Recitals
Definitions
Counter-Guarantee Issuance
Scope of Counter-Guarantee
Payment Obligations
Demand Requirements
Examination of Documents
Reimbursement Rights
Duration and Expiry
Fees and Charges
Currency Provisions
Force Majeure
Assignment and Transfer
Notices
Representations and Warranties
Documentary Requirements
Amendment Procedures
Reduction Mechanisms
Compliance Requirements
Anti-Money Laundering
Sanctions Compliance
Electronic Communications
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Counterparts
Language
Banking and Financial Services
International Trade
Construction and Infrastructure
Manufacturing
Energy and Utilities
Shipping and Logistics
Defense and Aerospace
Real Estate Development
Telecommunications
Legal
Trade Finance
Risk Management
Compliance
Banking Operations
Credit Risk
International Banking
Documentary Credits
Treasury
Client Relations
Project Finance
Trade Finance Manager
Legal Counsel
Risk Management Officer
Compliance Officer
Banking Operations Manager
Credit Risk Analyst
International Banking Director
Documentary Credits Specialist
Treasury Manager
Banking Relationship Manager
Guarantee Operations Officer
Senior Bank Officer
Project Finance Manager
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