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Limited Guarantee Agreement
"I need a Limited Guarantee Agreement where ABC Holdings (Pty) Ltd provides a guarantee capped at R5 million to Standard Bank for the obligations of its subsidiary XYZ Mining (Pty) Ltd, with the guarantee starting from 1 March 2025."
1. Parties: Identifies and defines the Guarantor, the Creditor, and the Principal Debtor
2. Background: Explains the context of the guarantee, including the underlying obligation being guaranteed
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Guarantee: Sets out the specific obligations being guaranteed and the limit of the guarantee
5. Nature of Guarantee: Specifies whether the guarantee is demand-based or conditional, and its relationship to the principal debt
6. Duration: Specifies the term of the guarantee and any conditions for its termination
7. Guarantor's Obligations: Details the specific commitments and responsibilities of the guarantor
8. Limitations of Liability: Clearly states the maximum amount for which the guarantor may be liable
9. Enforcement: Outlines the circumstances and process for enforcing the guarantee
10. Representations and Warranties: Contains guarantor's confirmations regarding capacity and authority
11. Payments: Specifies payment terms, methods, and currency
12. Notices: Details how formal communications between parties should be made
13. General Provisions: Includes standard boilerplate clauses such as governing law, jurisdiction, and severability
1. Security: Include when the guarantee is backed by specific assets or security arrangements
2. Multiple Guarantors: Required when there is more than one guarantor, defining joint and several liability
3. Corporate Guarantor Provisions: Include when the guarantor is a company, addressing corporate authority and financial assistance
4. Counter-Indemnity: Include when the guarantor requires indemnification from the principal debtor
5. Step-In Rights: Include when the guarantor has rights to take over the principal debtor's position
6. Assignment: Include when parties need the ability to transfer their rights under the guarantee
7. Costs and Expenses: Include when specific provisions about legal and enforcement costs are needed
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Guarantee Limit Calculation: Formula or method for calculating the guarantee limit if complex
3. Schedule 3 - Security Details: Details of any security provided in support of the guarantee
4. Schedule 4 - Form of Demand: Template for making a formal demand under the guarantee
5. Schedule 5 - Corporate Authority: Copies of relevant corporate authorizations and resolutions
6. Appendix A - Principal Agreement: Copy of the agreement giving rise to the guaranteed obligations
7. Appendix B - Compliance Documents: Required compliance and KYC documentation
Authors
Business Day
Claim
Creditor
Default
Default Interest Rate
Demand
Effective Date
Enforcement Event
Event of Default
Financial Indebtedness
Guarantee
Guarantee Limit
Guaranteed Obligations
Guarantor
Insolvency Event
Interest Period
Law
Material Adverse Effect
Notice
Parties
Payment Date
Principal Agreement
Principal Debtor
Principal Obligations
Recovered Amount
Recovery
Related Party
Security
Security Interest
Signature Date
South African Reserve Bank Rate
Specified Currency
Tax
Termination Date
Transaction Documents
Valid Claim
Working Hours
Limitations of Liability
Payment Terms
Representations and Warranties
Indemnification
Default and Enforcement
Duration and Termination
Demand Mechanics
Security
Assignment and Transfer
Confidentiality
Notices
Amendments and Waivers
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Anti-corruption
Compliance with Laws
Tax
Currency and Payment
No Waiver
Further Assurance
Counterparts
Third Party Rights
Time of Essence
Independent Legal Advice
Banking & Financial Services
Real Estate & Property
Construction
Manufacturing
Retail
Mining & Resources
Infrastructure
Technology
Telecommunications
Professional Services
Energy
Agriculture
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit Control
Commercial Operations
Company Secretariat
Business Development
Chief Financial Officer
Financial Director
Legal Counsel
Commercial Director
Risk Manager
Treasury Manager
Company Secretary
Credit Manager
Compliance Officer
Corporate Finance Manager
Managing Director
Finance Manager
Legal Director
Business Development Director
Contract Manager
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