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Payment Undertaking Agreement
"I need a Payment Undertaking Agreement for a Swiss manufacturing company that will guarantee staged payments totaling CHF 5 million to a German supplier, with payments spread across three installments in 2025 and secured by a parent company guarantee."
1. Parties: Identification of the payment undertaker, beneficiary, and any other relevant parties
2. Background: Context of the payment undertaking, including reference to the underlying transaction or relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Payment Undertaking: Core undertaking clause specifying the exact nature and scope of the payment obligation
5. Amount and Currency: Specification of the payment amount, currency, and any applicable exchange rate provisions
6. Payment Terms: Timing, method, and conditions for payment, including payment instructions
7. Conditions Precedent: Any conditions that must be satisfied before the payment obligation becomes effective
8. Representations and Warranties: Standard representations and warranties from the payment undertaker
9. Events of Default: Circumstances constituting default and consequences thereof
10. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
11. Notices: Process and requirements for formal communications between parties
12. Miscellaneous: Standard boilerplate provisions including severability, amendments, and entire agreement
1. Security: Required if the payment undertaking is secured by specific assets or guarantees
2. Regulatory Compliance: Needed if the transaction falls under specific banking or financial regulations
3. Tax Provisions: Include when tax implications need specific addressing, particularly in cross-border situations
4. Assignment and Transfer: Include if rights under the agreement may need to be transferred
5. Force Majeure: Include for longer-term payment obligations where external events might affect performance
6. Third Party Rights: Required if any third parties have enforcement rights under the agreement
7. Costs and Expenses: Include if there are specific provisions about who bears transaction costs
8. Confidentiality: Include if sensitive commercial information is involved
1. Payment Schedule: Detailed schedule of payment amounts and dates if multiple payments are involved
2. Form of Payment Demand: Standard form for making payment demands under the agreement
3. Bank Account Details: Specified account details for payments
4. Supporting Documents: List and copies of relevant underlying transaction documents
5. Conditions Precedent Documents: List of required documents to satisfy conditions precedent
6. Form of Compliance Certificate: Standard form for confirming compliance with agreement terms if required
Authors
Banking
Financial Services
International Trade
Manufacturing
Construction
Energy
Infrastructure
Real Estate
Mining
Commodities Trading
Transportation
Telecommunications
Legal
Finance
Treasury
Risk Management
Compliance
Commercial
Credit
Trade Finance
Project Finance
Banking Operations
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Lawyer
Commercial Director
Risk Manager
Credit Manager
Transaction Manager
Trade Finance Manager
Financial Controller
Compliance Officer
Project Finance Manager
Senior Banking Executive
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