Continuing Guarantee Agreement Template for Philippines

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Key Requirements PROMPT example:

Continuing Guarantee Agreement

"I need a Continuing Guarantee Agreement under Philippine law where our parent company will guarantee all existing and future loan obligations of our subsidiary to ABC Bank, with a maximum liability cap of 50 million Philippine Pesos."

Document background
The Continuing Guarantee Agreement is a crucial financial security instrument widely used in Philippine business and banking transactions. It serves as a perpetual guarantee mechanism where the guarantor secures both existing and future obligations of the principal debtor to the creditor. This document is particularly important in scenarios involving corporate group structures, major financing arrangements, or ongoing business relationships requiring continuous financial security. The agreement must comply with Philippine legal requirements, including the Civil Code provisions on guarantees, banking regulations, and corporate law requirements when corporate entities are involved. The document typically includes comprehensive provisions on the scope of guaranteed obligations, enforcement mechanisms, warranties, and specific Philippine law compliance requirements. The Continuing Guarantee Agreement remains effective until explicitly revoked or terminated according to its terms, providing creditors with long-term security for their extended financial arrangements.
Suggested Sections

1. Parties: Identification of the Guarantor, the Creditor, and the Principal Debtor

2. Background: Context of the guarantee, relationship between parties, and underlying transactions being guaranteed

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Guarantee and Indemnity: Core guarantee provisions, scope of guaranteed obligations, and indemnification terms

5. Nature of Guarantee: Specification that this is a continuing guarantee and its extent

6. Guarantor's Representations and Warranties: Key statements about the Guarantor's capacity, authority, and financial condition

7. Principal Debtor's Obligations: Description of the obligations being guaranteed

8. Duration and Validity: Terms regarding the duration of the guarantee and conditions for validity

9. Payment Provisions: Terms for making payments under the guarantee, including timing and method

10. Enforcement and Rights of the Creditor: Creditor's rights and methods of enforcing the guarantee

11. Waiver of Defenses: Standard waivers of legal defenses by the Guarantor

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Security Provisions: Include when specific assets are being pledged as additional security for the guarantee

2. Multiple Guarantors: Include when there are multiple guarantors, specifying joint and several liability

3. Corporate Authority: Include when the Guarantor is a corporation, detailing board approvals and corporate authority

4. Assignment and Transfer: Include when rights under the guarantee may need to be assigned or transferred

5. Currency Provisions: Include when guaranteed obligations are in foreign currency

6. Financial Covenants: Include when specific financial conditions must be maintained by the Guarantor

7. Counter-Indemnity: Include when the Principal Debtor is required to indemnify the Guarantor

8. Step-In Rights: Include when the Guarantor has rights to take over the Principal Debtor's position

Suggested Schedules

1. Schedule 1 - Guaranteed Obligations: Detailed list of specific obligations covered by the guarantee

2. Schedule 2 - Security Details: Details of any security or collateral provided

3. Schedule 3 - Form of Demand: Standard form for making demands under the guarantee

4. Schedule 4 - Corporate Authorizations: Copies of relevant corporate approvals and authorizations

5. Schedule 5 - Payment Details: Bank account and payment processing details

6. Appendix A - Principal Documents: List and/or copies of the principal agreements being guaranteed

7. Appendix B - Compliance Certificates: Forms of compliance certificates if required under the guarantee

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Corporate Finance

Real Estate and Property Development

Manufacturing

Retail and Distribution

Construction

Infrastructure

Import/Export

Telecommunications

Energy and Utilities

Relevant Teams

Legal

Finance

Risk Management

Treasury

Compliance

Corporate Secretariat

Credit Administration

Commercial Operations

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Risk Manager

Credit Manager

Treasury Manager

Commercial Director

Banking Relationship Manager

Corporate Secretary

Compliance Officer

Financial Controller

Business Development Manager

Managing Director

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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