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Contract Of Indemnity And Guarantee
"I need a Contract of Indemnity and Guarantee for three corporate guarantors jointly guaranteeing a $5 million business loan to be issued on March 1, 2025, with specific provisions for the technology sector and cross-border transactions between Australia and New Zealand."
1. Parties: Identifies and defines all parties to the agreement - the creditor, principal debtor, and guarantor/indemnifier
2. Background: Explains the context of the guarantee/indemnity, including the underlying transaction or obligation being guaranteed
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Guarantee and Indemnity: Core section detailing the guarantee and indemnity obligations, including the scope and extent of the guarantor's liability
5. Nature of Guarantee: Specifies whether the guarantee is continuing, unconditional, or limited, and whether it's joint and several if multiple guarantors
6. Principal Debtor's Obligations: Outlines the obligations of the principal debtor that are being guaranteed
7. Guarantor's Representations and Warranties: Statements and assurances made by the guarantor regarding their capacity and authority
8. Enforcement and Recovery: Details the creditor's rights and processes for enforcing the guarantee and recovering amounts due
9. Preservation of Rights: Maintains the creditor's rights in various circumstances, including bankruptcy or default
10. Costs and Expenses: Addresses responsibility for legal and other costs related to the guarantee
11. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and establishes jurisdiction for disputes
1. Security: Include when the guarantee is supported by specific security arrangements or assets
2. Interest Provisions: Include when interest is chargeable on guaranteed amounts
3. Multiple Guarantors: Include when there are multiple guarantors to address joint and several liability
4. Assignment and Transfer: Include when parties need the ability to assign or transfer their rights under the guarantee
5. Limitation of Liability: Include when the guarantee is to be limited to specific amounts or circumstances
6. Corporate Guarantor Provisions: Include when the guarantor is a company, addressing corporate authority and representations
7. Priority and Subordination: Include when there are multiple creditors or security interests requiring prioritization
8. Release and Discharge: Include when specific conditions for release of the guarantor need to be detailed
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed, including amounts, terms, and conditions
2. Schedule 2 - Security Details: Details of any security provided in support of the guarantee, including asset descriptions and values
3. Schedule 3 - Guarantor Information: Detailed information about the guarantor(s), including contact details and financial information
4. Schedule 4 - Principal Debtor Information: Details about the principal debtor and the underlying transaction or obligation
5. Appendix A - Form of Demand: Standard form for making demands under the guarantee
6. Appendix B - Compliance Certificate: Template for periodic confirmation of compliance with guarantee terms if required
Authors
Authorisation
Business Day
Claim
Creditor
Default
Default Interest Rate
Demand
Effective Date
Enforcement Action
Event of Default
Guaranteed Obligations
Guarantor
Indemnified Amount
Insolvency Event
Law
Liability
Loss
Material Adverse Effect
Monetary Judgment
Notice
Obligations
Party/Parties
Payment Date
Principal Agreement
Principal Debtor
Principal Obligations
Recovery
Related Company
Relevant Documents
Security
Security Interest
Taxes
Term
Underlying Transaction
Indemnity
Payment Obligations
Continuing Security
Joint and Several Liability
Principal Debtor's Covenants
Representations and Warranties
Preservation of Rights
Enforcement
Default
Interest
Currency
Set-off
Assignment
Notices
Costs and Expenses
Amendment and Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Conflict Resolution
Force Majeure
Duration and Termination
Reinstatement
Subrogation Rights
Discharge and Release
Independent Legal Advice
Confidentiality
Further Assurance
Banking and Financial Services
Real Estate and Property
Construction and Infrastructure
Commercial Lending
Retail
Manufacturing
Professional Services
Agriculture
Technology
Healthcare
Education
Transport and Logistics
Legal
Finance
Credit Management
Risk Management
Compliance
Treasury
Commercial Operations
Business Development
Account Management
Debt Recovery
Corporate Governance
Contract Administration
Chief Financial Officer
Finance Director
Credit Manager
Risk Manager
Commercial Lawyer
Legal Counsel
Contract Manager
Business Development Manager
Account Manager
Treasury Manager
Compliance Officer
Company Secretary
Financial Controller
Credit Analyst
Relationship Manager
Debt Recovery Officer
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