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Limited Guarantee Agreement Template for Australia

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Key Requirements PROMPT example:

Limited Guarantee Agreement

"I need a Limited Guarantee Agreement under Australian law where ABC Holdings Pty Ltd guarantees the lease obligations of its subsidiary XYZ Retail Pty Ltd to Landmark Properties Limited, with the guarantee amount capped at AUD 500,000 and expiring on 30 June 2025."

Document background
The Limited Guarantee Agreement is a fundamental document in Australian commercial and financial transactions where partial security is required for business obligations or debts. This document is commonly used when a parent company provides a guarantee for a subsidiary's obligations, in project financing, or in commercial leasing arrangements, but wishes to cap its liability exposure. The agreement must comply with Australian federal and state legislation, including the Corporations Act 2001, the Australian Consumer Law, and relevant state-specific contract laws. It typically includes detailed provisions about the guarantee's scope, enforcement mechanisms, and termination conditions, while ensuring all parties' rights are protected under Australian law. The Limited Guarantee Agreement is particularly valuable in scenarios where full guarantee coverage is either unnecessary or commercially undesirable, offering a balanced approach to risk allocation between parties.
Suggested Sections

1. Parties: Identifies and defines the Guarantor, the Principal Debtor, and the Beneficiary

2. Background: Explains the context of the guarantee, including the underlying obligation being guaranteed

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Guarantee and Indemnity: Sets out the core guarantee obligations and limitations

5. Extent of Guarantee: Specifies the maximum amount guaranteed and any limitations

6. Duration of Guarantee: Specifies when the guarantee begins and ends

7. Guarantor's Obligations: Details the specific obligations and responsibilities of the guarantor

8. Conditions Precedent: Lists any conditions that must be met before the guarantee becomes effective

9. Representations and Warranties: Contains statements of fact and promises made by the guarantor

10. Payment Provisions: Details how and when payments must be made under the guarantee

11. Preservation of Rights: Protects the beneficiary's rights in various circumstances

12. Expenses and Stamp Duty: Addresses who pays for costs associated with the guarantee

13. Notices: Specifies how formal communications between parties should be made

14. General Provisions: Contains standard boilerplate clauses

15. Governing Law and Jurisdiction: Specifies that Australian law governs and nominates jurisdiction for disputes

16. Execution: Signature blocks and execution provisions

Optional Sections

1. Security: Include when the guarantee is secured against specific assets

2. Priority and Subordination: Include when there are multiple guarantees or security interests that need to be ranked

3. Corporate Guarantor Provisions: Include when the guarantor is a company, addressing corporate authority and directors' certificates

4. Independent Legal Advice: Include when there's a requirement for the guarantor to obtain independent legal advice

5. Financial Covenants: Include when the guarantor must maintain certain financial conditions

6. Guarantee Release Conditions: Include when there are specific conditions under which the guarantee can be released

7. Multiple Guarantors: Include when there is more than one guarantor, addressing joint and several liability

8. Assignment and Transfer: Include when the rights under the guarantee need to be transferable

Suggested Schedules

1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed

2. Schedule 2 - Guarantee Limit and Terms: Specific financial limits and key terms of the guarantee

3. Schedule 3 - Security Details: Details of any security provided (if applicable)

4. Schedule 4 - Guarantor Information: Detailed information about the guarantor including contact details and relevant financial information

5. Schedule 5 - Form of Demand: Template for making a demand under the guarantee

6. Appendix A - Independent Legal Advice Certificate: Certificate confirming the guarantor received independent legal advice

7. Appendix B - Directors' Certificate: Corporate authority certificate for corporate guarantors

8. Appendix C - Notice Details: Detailed contact information and addresses for notices

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































Clauses
































Relevant Industries

Banking and Financial Services

Commercial Real Estate

Corporate Finance

Small Business

Construction and Infrastructure

Manufacturing

Retail

Professional Services

Import/Export

Technology

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit Management

Commercial Operations

Business Development

Executive Leadership

Relevant Roles

Chief Financial Officer

Finance Director

Commercial Director

Legal Counsel

Corporate Lawyer

Risk Manager

Treasury Manager

Credit Manager

Company Secretary

Compliance Officer

Business Development Manager

Contract Manager

Financial Controller

Managing Director

Chief Executive Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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