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Guarantee And Indemnity Agreement
"I need a Guarantee and Indemnity Agreement for my manufacturing company in Karachi to guarantee a PKR 50 million trade finance facility being provided by ABC Bank Limited to our subsidiary company, with the guarantee to become effective from March 1, 2025."
1. Parties: Identification of the Guarantor, Principal Debtor, and Beneficiary with their full legal names and addresses
2. Background: Context of the guarantee, reference to the underlying agreement or facility, and the purpose of the guarantee
3. Definitions: Definitions of key terms used throughout the agreement, including 'Guaranteed Obligations', 'Event of Default', and 'Enforcement Event'
4. Guarantee: Core guarantee provisions, including scope, nature (continuing/specific), and conditions of the guarantee
5. Indemnity: Separate indemnity obligations of the guarantor, ensuring enforceability even if the primary obligation becomes unenforceable
6. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
7. Payment Provisions: Terms for making payments, currency, method, and timing of payments under the guarantee
8. Preservation of Rights: Provisions ensuring the guarantee remains valid despite variations to the underlying obligation or forbearance
9. Enforcement: Circumstances and procedures for enforcing the guarantee, including notice requirements
10. Costs and Expenses: Allocation of costs related to preparation, enforcement, and preservation of the guarantee
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction of Pakistani courts
1. Security: Include when the guarantee is secured by specific assets or collateral
2. Corporate Authorizations: Required when the guarantor is a corporation, detailing board approvals and corporate authority
3. Financial Covenants: Include when ongoing financial requirements are imposed on the guarantor
4. Multiple Guarantors: Required when there is more than one guarantor, addressing joint and several liability
5. Assignment and Transfer: Include when rights under the guarantee may need to be assigned or transferred
6. Currency Indemnity: Include for cross-border transactions involving multiple currencies
7. Tax Gross-Up: Include when payments may be subject to withholding tax
8. Communications: Include detailed notice provisions for formal communications between parties
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Form of Demand: Standard form for making a demand under the guarantee
3. Schedule 3 - Conditions Precedent: List of documents and conditions required before the guarantee becomes effective
4. Schedule 4 - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
5. Schedule 5 - Security Details: Description of any security or collateral provided (if applicable)
6. Appendix A - Underlying Agreement: Copy of the primary agreement or facility being guaranteed
Authors
Beneficiary
Business Day
Default Interest
Default Rate
Demand
Encumbrance
Enforcement Event
Event of Default
Finance Documents
Financial Indebtedness
Guaranteed Obligations
Guarantor
Indemnified Amounts
Indemnitee
Interest Period
Material Adverse Effect
Original Currency
Permitted Security
Principal Debtor
Principal Documents
Recovered Amount
Relevant Documents
Secured Obligations
Security
Security Period
Stamp Act
Tax
Tax Deduction
Underlying Agreement
Working Hours
Guarantee
Indemnity
Nature of Guarantee
Continuing Security
Principal Debtor's Obligations
Representations and Warranties
Payment Obligations
Discharge and Release
Interest
Tax Gross-up
Currency
Set-off
Security Rights
Assignment and Transfer
Preservation of Rights
Further Assurance
Independent Rights
Amendments and Waivers
Severability
Remedies and Waivers
Notices
Costs and Expenses
Stamp Duty
Governing Law
Jurisdiction
Service of Process
Waiver of Immunity
Entire Agreement
Counterparts
Banking
Financial Services
Real Estate
Construction
Manufacturing
Trading
Import/Export
Infrastructure
Telecommunications
Energy
Commercial Lending
Corporate Finance
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Banking
Credit Administration
Company Secretarial
Commercial Operations
Security Administration
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Risk Manager
Credit Manager
Treasury Manager
Commercial Director
Company Secretary
Compliance Officer
Banking Relationship Manager
Security Trustee
Corporate Banking Officer
Legal Manager
Contract Administrator
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