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Corporate Guarantee Agreement
"Need a Corporate Guarantee Agreement for our UK subsidiary to guarantee a £5 million loan facility to our French operation, to be effective from March 2025, with specific provisions for cross-border enforcement and currency conversion."
1. Parties: Identification of guarantor and beneficiary
2. Background: Context of the guarantee and underlying obligations
3. Definitions: Key terms used throughout the agreement
4. Guarantee and Indemnity: Core obligations of the guarantor
5. Scope of Guarantee: Extent of guaranteed obligations
6. Preservation of Rights: Beneficiary's rights preservation clauses
7. Representations and Warranties: Guarantor's confirmations about capacity and authority
8. Payments: Payment terms and mechanisms
9. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Security Provisions: Additional security arrangements - include when additional security is required
2. Currency Provisions: Currency conversion and payment rules - include for cross-border guarantees
3. Tax Gross-up: Provisions for tax-related payments - include when tax implications need addressing
1. Form of Demand: Template for making demands under the guarantee
2. Guaranteed Obligations: Detailed list of obligations being guaranteed
3. Corporate Authorizations: Copies of relevant board resolutions and powers of attorney
Authors
Beneficiary
Business Day
Default
Default Interest
Default Rate
Guaranteed Obligations
Guarantor
Indemnified Party
Liability
Loss
Material Adverse Effect
Original Obligor
Party/Parties
Principal Agreement
Principal Debtor
Security
Security Interest
Tax
Working Hours
Authorisation
Change of Control
Confidential Information
Currency of Account
Demand
Enforcement Event
Financial Indebtedness
Group
Holding Company
Insolvency Event
Maximum Guaranteed Amount
Permitted Security Interest
Relevant Jurisdiction
Subsidiary
Scope of Guarantee
Nature of Guarantee
Preservation of Rights
Representations and Warranties
Payment Obligations
Enforcement Rights
Set-off Rights
Default Interest
Currency
Payments
Taxes
Costs and Expenses
Amendments and Waivers
Assignment and Transfer
Notices
Severability
Remedies and Waivers
Continuing Security
Reinstatement
Non-Competition
Additional Security
Discharge and Release
Further Assurance
Governing Law
Jurisdiction
Service of Process
Counterparts
Third Party Rights
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