Guaranteed Sale Agreement for Hong Kong

Guaranteed Sale Agreement Template for Hong Kong

A comprehensive legal document governed by Hong Kong law that establishes a guaranteed sale arrangement between parties, where a guarantor ensures the completion of the sale transaction. The agreement incorporates specific provisions aligned with Hong Kong's legal framework, including the Sale of Goods Ordinance and Contract Law principles. It details the terms of sale, purchase price, payment mechanisms, guarantor's obligations, and remedies available to parties. The document includes robust protection mechanisms and is structured to comply with Hong Kong's commercial law requirements while providing clarity on rights, obligations, and enforcement procedures.

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What is a Guaranteed Sale Agreement?

The Guaranteed Sale Agreement is a specialized commercial contract used in Hong Kong when parties seek additional security in their sale transactions through third-party guarantees. This document becomes particularly relevant in high-value transactions or situations where there's a need for enhanced certainty of completion. It combines elements of standard sale agreements with guarantee provisions, structured within Hong Kong's common law framework and statutory requirements. The agreement typically includes detailed sections on price determination, guarantee mechanisms, conditions precedent, and completion procedures. It's commonly used in various commercial contexts, from real estate to manufacturing, where the seller seeks assurance of payment or the buyer requires certainty of delivery. The document's structure reflects Hong Kong's commercial practices while incorporating international business standards.

What sections should be included in a Guaranteed Sale Agreement?

1. Parties: Identifies and defines all parties to the agreement, including the seller, buyer, and guarantor

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core terms of the sale and purchase arrangement, including the guarantee mechanism

5. Purchase Price and Payment: Specifies the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Lists conditions that must be satisfied before the agreement becomes effective

7. Completion: Details the completion process, timing, and requirements

8. Seller's Warranties: Warranties provided by the seller regarding the property or goods

9. Guarantor's Obligations: Specifies the guarantor's duties, obligations, and the scope of the guarantee

10. Default and Remedies: Addresses consequences of default and available remedies

11. Termination: Circumstances under which the agreement may be terminated and consequences

12. Notices: Specifies how formal notices should be given between parties

13. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.

What sections are optional to include in a Guaranteed Sale Agreement?

1. Due Diligence: Detailed provisions for due diligence process, used when the sale involves complex assets requiring investigation

2. Valuation Mechanism: Specific procedures for determining asset value, used when price needs to be determined by independent valuation

3. Guarantee Cap: Limits on the guarantor's liability, used when parties agree to cap the guarantee amount

4. Insurance: Insurance requirements and obligations, used when specific insurance coverage is required

5. Confidentiality: Detailed confidentiality provisions, used when sensitive information is involved

6. Non-Competition: Restrictions on competitive activities, used in business sale contexts

7. Tax Provisions: Specific tax-related terms and allocations, used when tax implications are significant

8. Force Majeure: Provisions for unforeseen circumstances, used when parties want specific force majeure protection

What schedules should be included in a Guaranteed Sale Agreement?

1. Asset Schedule: Detailed description of the assets being sold

2. Payment Schedule: Breakdown of payment terms, installments, and timing

3. Form of Guarantee: Standard form of the guarantee document to be executed

4. Completion Checklist: List of documents and actions required for completion

5. Warranty Schedule: Detailed list of warranties given by the seller

6. Form of Notice: Template forms for various notices required under the agreement

7. Excluded Assets/Liabilities: List of any assets or liabilities excluded from the sale

8. Required Consents: List of third-party consents required for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Manufacturing

Wholesale Trade

Retail

Construction

Import/Export

Automotive

Industrial Equipment

Consumer Goods

Luxury Goods

Electronics

Commodities Trading

Relevant Teams

Legal

Finance

Commercial

Sales

Procurement

Risk Management

Compliance

Business Development

Operations

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Sales Director

Procurement Manager

Legal Counsel

Contract Manager

Business Development Manager

Risk Manager

Treasury Manager

Operations Director

Company Secretary

Financial Controller

Compliance Officer

Commercial Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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