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Parent Guarantee Agreement
"I need a Parent Guarantee Agreement under Swiss law where our German parent company guarantees a CHF 50 million credit facility that our Swiss subsidiary is obtaining from Credit Suisse, with the guarantee to become effective by March 2025."
1. Parties: Identification of the Guarantor (Parent Company), the Beneficiary, and reference to the Principal Debtor (Subsidiary)
2. Background: Context of the guarantee, relationship between parties, and reference to the underlying obligations being guaranteed
3. Definitions: Key terms used throughout the agreement, including 'Guaranteed Obligations', 'Enforcement Event', and 'Maximum Liability'
4. Guarantee: Core guarantee provisions, including scope, nature (whether primary or secondary obligation), and maximum amount
5. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
6. Payment Mechanics: Process and timing for payments under the guarantee, including currency and payment instructions
7. Tax Gross-up: Provisions ensuring payments are made free of tax deductions or with appropriate gross-up
8. Continuing Security: Confirmation that the guarantee is continuing and covers all defined obligations
9. Enforcement: Circumstances and process for enforcing the guarantee, including any notice requirements
10. Discharge and Release: Conditions for and process of releasing the guarantor from obligations
11. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
1. Currency Indemnity: Required when guaranteed obligations are in multiple currencies or different from the guarantee currency
2. Financial Covenants: Include when specific financial metrics need to be maintained by the guarantor
3. Information Undertakings: Add when regular financial or operational information must be provided to the beneficiary
4. Change of Control: Include when guarantee needs to address consequences of ownership changes in the guarantor
5. Costs and Expenses: Include when specific cost allocation needs to be addressed beyond statutory provisions
6. Assignment and Transfer: Required when rights under the guarantee need to be transferable
7. Multiple Guarantors: Include when more than one entity is providing the guarantee
8. Limitation Language: Required when upstream guarantees need specific limitation under Swiss corporate law
1. Guaranteed Obligations: Detailed description or copy of the underlying obligations being guaranteed
2. Form of Demand: Template for making a valid demand under the guarantee
3. Corporate Authorizations: Copies of relevant board resolutions and power of attorney
4. Payment Details: Bank account and payment routing information
5. Guarantor Group Structure: Corporate structure chart showing relationship between guarantor and principal debtor
Authors
Banking and Financial Services
Manufacturing
Construction and Infrastructure
Energy and Utilities
Technology and Software
Telecommunications
Real Estate
Retail and Consumer Goods
Healthcare
Transportation and Logistics
Mining and Natural Resources
Professional Services
Legal
Finance
Treasury
Risk Management
Corporate Secretariat
Compliance
Corporate Development
Executive Leadership
Commercial Operations
Business Development
Chief Financial Officer
General Counsel
Legal Director
Finance Director
Corporate Secretary
Treasury Manager
Risk Manager
Commercial Director
Chief Executive Officer
Head of Legal
Senior Legal Counsel
Financial Controller
Corporate Finance Manager
Compliance Officer
Business Development Director
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