Sample Corporate Guarantee Agreement
Sample Corporate Guarantee Agreement
This Corporate Guarantee Agreement (the “Agreement”) is made and entered into as of [DATE] by and between:
[Guarantor Name] a [State of Incorporation] corporation, with its principal place of business at [Guarantor Address] (the “Guarantor”),
in favor of
[Beneficiary Name], a [State of Incorporation] corporation, with its principal place of business at [Beneficiary Address] (the “Beneficiary”).
WHEREAS,
[Explain the underlying agreement that is being guaranteed, including the parties involved, the purpose of the agreement, and the date it was entered into. This section provides context for the guarantee.]
The Beneficiary is unwilling to enter into the [Underlying Agreement Name] (the “Underlying Agreement”) with [Obligor Name] (the “Obligor”) without the Guarantor’s guarantee as set forth in this Agreement.
**NOW, THEREFORE, ** in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to the Beneficiary the full and punctual payment and performance by the Obligor of all of its obligations and liabilities to the Beneficiary under the Underlying Agreement, as amended from time to time, (collectively, the “Guaranteed Obligations”).
2. Absolute and Unconditional Guarantee. This Agreement constitutes an absolute and unconditional guarantee of payment and performance of the Guaranteed Obligations and is not conditioned upon or subject to:
The pursuit by the Beneficiary of any remedies against the Obligor or any security for the Guaranteed Obligations;
The performance or observance by the Beneficiary of any covenants, terms, or conditions of the Underlying Agreement;
The validity, legality, enforceability, or effectiveness of the Underlying Agreement; or
Any other circumstance or event whatsoever.
3. Waiver of Defenses. The Guarantor waives any right to assert any defense, set-off, counterclaim, or right of subrogation that the Guarantor may have against the Beneficiary, the Obligor, or any other person with respect to the Guaranteed Obligations.
4. Payment on Demand. The Guarantor shall pay the Beneficiary all sums due under this Guarantee upon the first written demand of the Beneficiary.
5. Maximum Liability. The maximum aggregate liability of the Guarantor under this Agreement shall be limited to [Amount] (the “Maximum Liability”).
6. Indemnification. The Guarantor shall indemnify and hold harmless the Beneficiary from and against any and all losses, costs, expenses, damages, and liabilities (including reasonable attorneys’ fees) arising out of or in connection with (a) any breach of this Agreement by the Guarantor; (b) any claim by the Obligor against the Beneficiary arising out of or in connection with the Underlying Agreement; or (c) the enforcement of this Agreement.
7. Subrogation. Upon payment in full by the Guarantor of all amounts guaranteed hereunder, the Guarantor shall be subrogated to all rights and remedies of the Beneficiary against the Obligor in respect of the Guaranteed Obligations to the extent of such payment.
8. Representations and Warranties. The Guarantor represents and warrants to the Beneficiary that:
It is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation.
The execution, delivery, and performance of this Agreement are within its corporate powers and have been duly authorized by all necessary corporate action.
This Agreement constitutes its legal, valid, binding, and enforceable obligation.
9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:
If to the Guarantor:
[Guarantor Name]
[Guarantor Address]
If to the Beneficiary:
[Beneficiary Name]
[Beneficiary Address]
or to such other address as either party may designate in writing from time to time in accordance with this Section.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws provisions.
11. Entire Agreement. This Agreement, together with any documents expressly incorporated herein by reference, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
12. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
13. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Guarantor]
By:_________________________
Name:
Title:
[Beneficiary]
By:_________________________
Name:
Title:
[Signatures and Notarizations – It is advisable to have this agreement signed in the presence of a notary public to ensure its enforceability.]
Sample Corporate Guarantee Agreement :
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