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Guarantee And Indemnity Agreement
"I need a Guarantee and Indemnity Agreement under Philippine law for a corporate guarantor securing a PHP 50 million loan facility to a property development company, with the guarantee to be effective from March 1, 2025."
1. Parties: Identifies the Guarantor(s), the Beneficiary (creditor), and the Principal Debtor
2. Background: Explains the context of the principal debt or obligation and the reason for the guarantee
3. Definitions: Defines key terms used throughout the agreement, including 'Guaranteed Obligations', 'Principal Agreement', and 'Enforcement Event'
4. Guarantee: Sets out the primary guarantee obligations and their scope
5. Indemnity: Contains the indemnity provisions and circumstances triggering indemnification
6. Nature of Guarantee: Specifies whether the guarantee is continuing, irrevocable, and unconditional
7. Representations and Warranties: Guarantor's representations regarding capacity, authority, and financial condition
8. Preservation of Rights: Provisions maintaining the validity of the guarantee despite changes to the principal obligation
9. Payments: Details of payment obligations, including timing, currency, and method
10. Costs and Expenses: Allocation of costs related to the preparation and enforcement of the guarantee
11. Notices: Communication requirements and contact details
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Security Provisions: Include when the guarantee is secured by specific assets or collateral
2. Currency Provisions: Required for cross-border guarantees involving foreign currency obligations
3. Multiple Guarantors: Additional provisions needed when there are multiple guarantors, defining joint and several liability
4. Corporate Authorization: Include when the guarantor is a corporation, detailing board approvals and corporate authority
5. Assignment and Transfer: Include if the guarantee rights may be assigned or transferred
6. Tax Provisions: Include detailed tax provisions when the guarantee involves significant tax implications
7. Force Majeure: Optional clause dealing with events beyond parties' control affecting the guarantee obligations
1. Schedule 1 - Form of Demand: Standard form for making a demand under the guarantee
2. Schedule 2 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
3. Schedule 3 - Principal Agreement: Copy or summary of the underlying agreement giving rise to the guaranteed obligations
4. Schedule 4 - Security Documents: If applicable, list and copies of related security documents
5. Schedule 5 - Corporate Authorizations: Copies of relevant board resolutions and corporate approvals
6. Appendix A - Notice Details: Detailed contact information for all parties
7. Appendix B - Payment Instructions: Banking and payment details for guarantee payments
Authors
Banking and Financial Services
Real Estate and Property Development
Construction and Infrastructure
Manufacturing
Retail and Commerce
Energy and Utilities
Transportation and Logistics
Agriculture and Agribusiness
Technology and Telecommunications
Mining and Natural Resources
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretarial
Credit Administration
Commercial Operations
Business Development
Corporate Banking
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Credit Risk Manager
Treasury Manager
Commercial Director
Compliance Officer
Corporate Banking Manager
Security Trustee
Relationship Manager
Contract Administrator
Risk Officer
Transaction Manager
Legal Director
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