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Parental Guarantee to other parties in relation to Shareholders Agreement

Neutral

In relation to a Joint Venture / Shareholders Agreement, a guarantee is given by a party's parent to the other shareholders for the party's obligations. This is drafted in neutral form.

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The document should be signed by the authorised signatory (or directors of a company) and witnessed to complete the formality.

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Document Description

In relation to a Joint Venture / Shareholders Agreement, a guarantee is given by a party's parent to the other shareholders for the party's obligations. This is drafted in neutral form.

The Guarantor's liability under this Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever (whether or not known to the Party, the Company, the Other Shareholders or the Guarantor). Nothing shall impair or discharge the Guarantor's liability or obligations under this Guarantee and this shall apply, without limitation, in relation to:

(a) anything which would have discharged the Guarantor (wholly or in part) whether as surety, co-obligor or otherwise or which would have afforded the Guarantor any legal or equitable defence; or

(b) the existence, validity, taking or renewal of any other guarantee, security, right of recourse, set-off or combination or other right or interest held or had by the Party in relation to the Agreement or any demand or enforcement of, neglect to perfect, failure to demand or enforce or the release or waiver of any such guarantee, security, right of recourse, set-off or combination or other right or interest; or

(c) any amendment to or variation (however substantial or material) of the Agreement or any security or other document relating to the Agreement or any assignment of the Agreement or any waiver or departure from its terms or any such security or document; or

(d) any release of, or granting of time or any other indulgence to, the Party or any other person; or

(e) any winding up, dissolution, reconstruction, arrangement or reorganisation, legal limitation, disability, incapacity or lack of corporate power or authority or other circumstances of, or any change in the constitution or corporate identity (including amalgamation) or loss of corporate identity by, the Party, the Guarantor or any other person (or any act taken by the Party, the Guarantor or any other person in relation to any such event); or

(f) any other circumstances which might render void or unenforceable the obligations, commitments and undertakings of the Party under the Agreement or which might affect the Company's and/or the Other Shareholders' ability to recover amounts from the Party; or

(g) any defence or counterclaim which the Company or any Other Shareholder may be able to assert against the Party.

How to use this Document?

This guarantee should be carefully read by the shareholders and guarantor involved.

This guarantee may be used when the parties enter into a shareholders agreement with the parent of one shareholder guaranteeing the obligations to the other shareholders upon the establishment of a Joint Venture Company. 

The guarantor should sign and return a copy, and once signed, all parties should get a copy.

To avoid any future disputes, the guarantor should have its signature witnessed. This guarantee cannot be revoked by the guarantor.

 

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