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Continuing Guarantee Agreement
"I need a Continuing Guarantee Agreement for my technology company acting as guarantor for a subsidiary's $5 million credit facility, with the guarantee to be secured against our intellectual property assets and limited to a maximum liability of $6 million."
1. Parties: Identifies the Guarantor, the Creditor/Lender, and the Principal Debtor
2. Background: Explains the context of the guarantee, including the relationship between parties and the underlying credit arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Guaranteed Obligations', 'Principal Debtor', and 'Security'
4. Guarantee: Core section establishing the guarantee obligation and its continuing nature
5. Scope of Guarantee: Details what obligations are covered and the extent of the guarantor's liability
6. Nature of Guarantor's Liability: Specifies that the guarantee is continuing, unconditional, and absolute
7. Creditor's Rights and Remedies: Outlines the creditor's enforcement rights and available remedies
8. Guarantor's Waiver and Acknowledgments: Lists rights and defenses waived by the guarantor
9. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
10. Costs and Expenses: Allocation of costs related to preparation and enforcement of the guarantee
11. Notices: Communication requirements and contact details for all parties
12. Governing Law and Jurisdiction: Specifies Canadian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, amendments, and assignment
1. Security: Include when the guarantee is secured by specific assets or collateral
2. Multiple Guarantors: Required when there is more than one guarantor, addressing joint and several liability
3. Guarantee Limit: Include when the guarantee is limited to a specific amount rather than unlimited
4. Financial Covenants: Add when guarantor must maintain specific financial conditions
5. Corporate Authority: Include when guarantor is a corporation, addressing corporate power and authority
6. Subordination: Required when guarantor's claims against the principal debtor are to be subordinated
7. Currency Provisions: Include for cross-border transactions involving multiple currencies
8. Tax Gross-Up: Add when payments under the guarantee may be subject to withholding tax
1. Schedule A - Guaranteed Obligations: Details of the specific obligations being guaranteed, including facility agreements or credit arrangements
2. Schedule B - Security Documents: List and details of any security documents when guarantee is secured
3. Schedule C - Guarantor Information: Detailed information about the guarantor, including corporate information if applicable
4. Schedule D - Notice Provisions: Detailed contact information and notice requirements for all parties
5. Appendix 1 - Form of Demand: Standard form for making a demand under the guarantee
6. Appendix 2 - Compliance Certificate: Template for periodic confirmation of compliance with guarantee terms if required
Authors
Banking & Financial Services
Real Estate
Commercial Lending
Construction
Manufacturing
Retail
Wholesale & Distribution
Professional Services
Technology
Healthcare
Agriculture
Transportation & Logistics
Legal
Finance
Risk Management
Compliance
Treasury
Credit Administration
Corporate Governance
Commercial Lending
Business Development
Contract Management
Chief Financial Officer
Finance Director
Credit Manager
Risk Manager
Legal Counsel
Corporate Secretary
Treasury Manager
Commercial Lending Officer
Credit Risk Analyst
Compliance Officer
Corporate Lawyer
Banking Relationship Manager
Financial Controller
Business Development Manager
Contract Administrator
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