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Limited Guarantee Agreement
"I need a Limited Guarantee Agreement under Indian law where our parent company acts as guarantor for a 50 million rupee bank loan to our subsidiary company, with the guarantee period running until March 2025 and including specific provisions for early termination if the subsidiary maintains profitability for two consecutive quarters."
1. Parties: Identifies the guarantor, the creditor (beneficiary), and the principal debtor
2. Background: Explains the context of the guarantee, including the underlying obligation being guaranteed
3. Definitions: Defines key terms used throughout the agreement
4. Guarantee and Indemnity: Core section detailing the scope of the guarantee, maximum liability amount, and duration
5. Nature of Guarantee: Specifies whether the guarantee is continuing, irrevocable, or unconditional
6. Guarantor's Representations and Warranties: Statements about the guarantor's capacity and authority to provide the guarantee
7. Payment Obligations: Details of when and how payments under the guarantee must be made
8. Discharge and Release: Conditions under which the guarantor will be discharged from obligations
9. Enforcement: Procedures and conditions for enforcing the guarantee
10. Notices: Communication requirements and contact details
11. Governing Law and Jurisdiction: Confirms Indian law as governing law and specifies jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Corporate Authorizations: Required when the guarantor is a company, detailing board approvals and compliance with Companies Act
2. Security: Include when the guarantee is backed by specific security or collateral
3. Assignment: Include if the guarantee can be assigned to other parties
4. Multiple Guarantors: Required when there is more than one guarantor, defining joint and several liability
5. Costs and Expenses: Include when there are specific provisions about who bears the costs of preparing and enforcing the guarantee
6. Force Majeure: Optional clause defining circumstances beyond control that might affect the guarantee
7. Confidentiality: Include when parties want to keep the guarantee terms confidential
8. Amendment Provisions: Detailed procedures for modifying the guarantee terms
1. Schedule 1 - Principal Agreement: Copy or details of the main agreement being guaranteed
2. Schedule 2 - Guaranteed Obligations: Detailed list of the specific obligations covered by the guarantee
3. Schedule 3 - Payment Terms: Specific payment mechanisms and bank account details
4. Schedule 4 - Corporate Authorizations: Copies of relevant board resolutions and corporate approvals
5. Schedule 5 - Security Details: If applicable, details of any security or collateral provided
6. Appendix A - Notice Forms: Template forms for various notices under the agreement
7. Appendix B - Demand Certificate: Template for making a demand under the guarantee
Authors
Banking and Financial Services
Real Estate
Manufacturing
Infrastructure
Construction
Retail
Telecommunications
Energy
Healthcare
Technology
Transportation and Logistics
Professional Services
Legal
Finance
Risk Management
Treasury
Compliance
Corporate Secretarial
Credit Control
Commercial Operations
Business Development
Corporate Affairs
Chief Financial Officer
Legal Counsel
Corporate Secretary
Risk Manager
Finance Director
Credit Manager
Treasury Manager
Commercial Director
Compliance Officer
Corporate Lawyer
Managing Director
Business Development Manager
Contract Manager
Financial Controller
Company Secretary
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