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Corporate Guarantee Agreements are essential instruments in Swiss business transactions, commonly used when a financially stronger entity provides security for the obligations of a related or partner entity. These agreements are particularly common in corporate group structures, project financing, and significant commercial transactions. The document must strictly comply with Swiss law requirements, particularly the Swiss Code of Obligations, which mandates specific formal elements and clear definition of the guaranteed obligations. A Corporate Guarantee Agreement typically includes detailed provisions on the scope of the guarantee, trigger events for payment, maximum liability amounts, and the relationship between the guarantee and the underlying obligation. The agreement is crucial for risk management and often required by financial institutions or business partners as a condition for providing financing or entering into significant commercial relationships.

1. Parties: Identification of the Guarantor (corporate entity providing the guarantee) and the Beneficiary (party receiving the guarantee)

2. Background: Context of the guarantee, including reference to the underlying obligation being guaranteed

3. Definitions: Definitions of key terms used throughout the agreement, including 'Guaranteed Obligations', 'Principal Debtor', and 'Guarantee Period'

4. Guarantee: Core guarantee provisions, including the scope and nature of the guarantee (whether continuing, primary or secondary obligation)

5. Maximum Liability: Clear statement of the maximum amount for which the Guarantor can be liable

6. Payment Provisions: Terms regarding how and when payments must be made under the guarantee, including currency and payment mechanics

7. Representations and Warranties: Guarantor's confirmations regarding its capacity, authority, and financial condition

8. Preservation of Rights: Provisions ensuring the guarantee remains valid despite variations to the underlying obligation or other circumstances

9. Tax Gross-Up: Provisions regarding tax deductions and requirements to gross up payments

10. Costs and Expenses: Allocation of costs related to the preparation and enforcement of the guarantee

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities