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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."
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
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
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
Banking and Financial Services
Commercial Real Estate
Corporate Finance
Small Business
Construction and Infrastructure
Manufacturing
Retail
Professional Services
Import/Export
Technology
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit Management
Commercial Operations
Business Development
Executive Leadership
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
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