The Contract of Indemnity and Guarantee is a vital legal instrument in Hong Kong's commercial landscape, commonly used in various business and financial transactions. This document is essential when one party needs to guarantee the performance or payment obligations of another party, while also providing indemnification against potential losses. It is particularly relevant in lending arrangements, property transactions, construction projects, and corporate deals within Hong Kong's jurisdiction. The agreement must comply with Hong Kong's legal requirements, including the Contract Ordinance and relevant case law, while addressing both the guarantee aspects (conditional obligation) and indemnity aspects (primary obligation). This document type is frequently used by banks, financial institutions, and businesses operating in Hong Kong, offering protection to creditors while facilitating commercial transactions.
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1. Parties: Identification of the Guarantor(s), the Principal Debtor, and the Beneficiary/Creditor
2. Background: Context of the underlying transaction or obligation being guaranteed and the purpose of this agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Guaranteed Obligations', 'Indemnified Matters', and 'Event of Default'
4. Guarantee: The specific obligations being guaranteed and the terms of the guarantee
5. Indemnity: The scope and terms of the indemnity obligation
6. Nature of Guarantee and Indemnity: Specification that the guarantee and indemnity are continuing, unconditional and irrevocable
7. Preservation of Rights: Provisions ensuring the creditor's rights are preserved despite any changes to the underlying obligation
8. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
9. Payment Provisions: Terms regarding payment, including timing, currency, and method
10. Default and Enforcement: Events of default and the creditor's enforcement rights
11. Costs and Expenses: Allocation of costs related to preparation, enforcement, and amendments
12. Notices: Process and requirements for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and severability
1. Security: Include when the guarantee is secured by specific assets or collateral
2. Multiple Guarantors: Additional provisions required when there is more than one guarantor, including joint and several liability
3. Corporate Guarantor Provisions: Specific provisions required when the guarantor is a corporation
4. Currency Provisions: Detailed currency conversion and payment provisions for cross-border transactions
5. Assignment and Transfer: Include when rights under the guarantee may need to be assigned or transferred
6. Counter-Indemnity: Include when there are multiple parties providing indemnities to each other
7. Limit on Liability: Include when the guarantee or indemnity is to be capped at a specific amount
1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed
2. Schedule 2 - Form of Demand: Standard form for making a demand under the guarantee
3. Schedule 3 - Security Assets: Description of any assets provided as security (if applicable)
4. Schedule 4 - Underlying Agreement: Copy or key terms of the agreement being guaranteed
5. Appendix A - Corporate Authorizations: Copies of relevant corporate authorizations and board resolutions
6. Appendix B - Conditions Precedent: List of conditions that must be satisfied before the guarantee becomes effective
Relevant legal definitions
Agreement
Applicable Law
Banking Day
Beneficiary
Business Day
Claim
Costs
Default Interest
Default Rate
Demand
Effective Date
Encumbrance
Event of Default
Finance Documents
Financial Indebtedness
Guaranteed Obligations
Guarantor
HKD
Hong Kong
Indemnified Matters
Insolvency Event
Interest Period
Losses
Material Adverse Effect
Obligor
Outstanding Amount
Party/Parties
Payment Currency
Principal Debtor
Principal Agreement
Recovered Amount
Relevant Documents
Security
Security Interest
Taxes
Term
Transaction Documents
Underlying Agreement
Working Day
Applicable Law
Banking Day
Beneficiary
Business Day
Claim
Costs
Default Interest
Default Rate
Demand
Effective Date
Encumbrance
Event of Default
Finance Documents
Financial Indebtedness
Guaranteed Obligations
Guarantor
HKD
Hong Kong
Indemnified Matters
Insolvency Event
Interest Period
Losses
Material Adverse Effect
Obligor
Outstanding Amount
Party/Parties
Payment Currency
Principal Debtor
Principal Agreement
Recovered Amount
Relevant Documents
Security
Security Interest
Taxes
Term
Transaction Documents
Underlying Agreement
Working Day
Clauses
Guarantee
Indemnity
Payment Obligations
Representations and Warranties
Preservation of Rights
Continuing Security
Enforcement
Demand Requirements
Release and Discharge
Currency Provisions
Set-off Rights
Joint and Several Liability
Amendments and Waivers
Assignment and Transfer
Notices
Costs and Expenses
Tax Gross-up
Default Interest
Limitation of Liability
Severability
Entire Agreement
Confidentiality
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Third Party Rights
Further Assurance
Time of Essence
Indemnity
Payment Obligations
Representations and Warranties
Preservation of Rights
Continuing Security
Enforcement
Demand Requirements
Release and Discharge
Currency Provisions
Set-off Rights
Joint and Several Liability
Amendments and Waivers
Assignment and Transfer
Notices
Costs and Expenses
Tax Gross-up
Default Interest
Limitation of Liability
Severability
Entire Agreement
Confidentiality
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Third Party Rights
Further Assurance
Time of Essence
Relevant Industries
Banking and Financial Services
Real Estate and Property Development
Construction
Manufacturing
Import/Export
Retail
Professional Services
Technology
Infrastructure
Shipping and Logistics
Healthcare
Education
Relevant Teams
Legal
Finance
Risk Management
Compliance
Treasury
Corporate Secretariat
Credit Control
Commercial Operations
Business Development
Relevant Roles
Legal Counsel
Contract Manager
Risk Manager
Commercial Director
Chief Financial Officer
Credit Manager
Compliance Officer
Corporate Secretary
Finance Director
Treasury Manager
Banking Relationship Manager
Senior Legal Manager
Business Development Director
Chief Risk Officer
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