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Guarantee And Indemnity Agreement
"I need a Guarantee and Indemnity Agreement for a Hong Kong subsidiary company guaranteeing a HKD 10 million bank facility for its parent company, with the guarantee to be effective from March 1, 2025, including provisions for multiple guarantors and cross-border enforcement."
1. Parties: Identification of the Guarantor(s), the Creditor/Beneficiary, and the Principal Debtor
2. Background: Context of the guarantee, reference to the principal agreement or facility, and the reason for providing the guarantee
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and construction principles
4. Guarantee: The primary guarantee obligations, including scope, limitations, and nature of the guarantee (continuing, unconditional, irrevocable)
5. Indemnity: The indemnity provisions, circumstances triggering indemnity, and scope of indemnification
6. Representations and Warranties: Guarantor's representations about capacity, authority, and financial condition
7. Preservation of Rights: Provisions ensuring guarantee remains valid despite variations to principal obligation or other circumstances
8. Payment Provisions: Terms regarding payment obligations, currency, method, and timing of payments
9. Tax Gross-up and Indemnities: Provisions for tax-related payments and indemnities
10. Costs and Expenses: Allocation of costs, expenses, and enforcement charges
11. Duration and Release: Term of the guarantee and conditions for release or discharge
12. General Provisions: Standard boilerplate clauses including notices, amendments, severability, and governing law
1. Security Provisions: Include when specific assets are being provided as security for the guarantee obligations
2. Multiple Guarantors: Additional provisions required when there are multiple guarantors, including joint and several liability
3. Subordination: Include when the guarantor's rights need to be subordinated to other creditors
4. Assignment and Transfer: Specific provisions regarding the ability to assign or transfer rights under the guarantee
5. Set-off Rights: Detailed set-off provisions where parties have multiple dealings
6. Currency Conversion: Include when guaranteed obligations are in multiple currencies
7. Independent Legal Advice: Confirmation of independent legal advice where required by law or practice
8. Power of Attorney: Include when the creditor requires power of attorney for specific actions
1. Schedule 1 - Principal Agreement: Details or copy of the principal agreement being guaranteed
2. Schedule 2 - Guaranteed Obligations: Detailed description of the obligations covered by the guarantee
3. Schedule 3 - Security Assets: List and details of any security assets (if applicable)
4. Schedule 4 - Guarantor Information: Detailed information about the guarantor(s) including address and contact details
5. Schedule 5 - Form of Notice: Standard forms for notices or demands under the guarantee
6. Appendix A - Compliance Certificate: Form of compliance certificate if regular confirmation of financial condition is required
Authors
Banking
Financial Services
Real Estate
Construction
Manufacturing
Trading
Retail
Hospitality
Infrastructure
Telecommunications
Corporate Services
Import/Export
Shipping and Logistics
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretarial
Credit Control
Commercial
Corporate Finance
Banking Operations
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Risk Manager
Credit Manager
Treasury Manager
Commercial Director
Compliance Officer
Financial Controller
Banking Relationship Manager
Senior Legal Manager
Corporate Finance Manager
Managing Director
Company Director
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