DEED
OF CORPORATE GUARANTEE
THIS DEED OF GUARANTEE (this “Guarantee”) was executed
at ________
this ____ day of _______ by:
at ________
this ____ day of _______ by:
ABC Ltd., a company registered under the Companies Act, 2013, with
Corporate Identification Number- _____________ and having its registered office
at ____________ (hereinafter referred to as the “ABC or Guarantor or Borrower”, which expression shall, unless
repugnant to the context, be deemed to include its successors and permitted
assigns).
Corporate Identification Number- _____________ and having its registered office
at ____________ (hereinafter referred to as the “ABC or Guarantor or Borrower”, which expression shall, unless
repugnant to the context, be deemed to include its successors and permitted
assigns).
IN FAVOUR OF
XYZ
Ltd., a Company
incorporated under the provisions of the Companies Act, 2013, having its
registered office at ________________ including its successor & assignees
(hereinafter referred as “XYZ or Lender”
which expression shall unless repugnant to the context, including its
successors and permitted assigns).
Ltd., a Company
incorporated under the provisions of the Companies Act, 2013, having its
registered office at ________________ including its successor & assignees
(hereinafter referred as “XYZ or Lender”
which expression shall unless repugnant to the context, including its
successors and permitted assigns).
WHEREAS
a) The XYZ has agreed to lend and advance to ABC
a sum of Rs. 5 Crores (Rupees Five Crores ) for _________________________ upon
the terms and conditions set out in the Loan Agreement dated ________ a copy
whereof is annexure hereto (hereinafter referred to as the “Loan Agreement”)
a sum of Rs. 5 Crores (Rupees Five Crores ) for _________________________ upon
the terms and conditions set out in the Loan Agreement dated ________ a copy
whereof is annexure hereto (hereinafter referred to as the “Loan Agreement”)
b) It is a term of the Loan Agreement that the
borrower shall furnish to the XYZ, a Corporate Guarantee of Rs.5 Crores (Rupees
Five Crores ) to secure repayment of the aforesaid loan of Rs.5 Crores (Rupees
Five Crores).
borrower shall furnish to the XYZ, a Corporate Guarantee of Rs.5 Crores (Rupees
Five Crores ) to secure repayment of the aforesaid loan of Rs.5 Crores (Rupees
Five Crores).
c) The Guarantor has agreed unconditionally and
irrevocable to guarantee repayment of the principal and interest outstanding from the borrower under
the terms of the Loan agreement to XYZ:
irrevocable to guarantee repayment of the principal and interest outstanding from the borrower under
the terms of the Loan agreement to XYZ:
Now, therefore, in order to induce the XYZ, to
make disbursements under the loan agreement, the parties hereto agree as under:
make disbursements under the loan agreement, the parties hereto agree as under:
1. The guarantor absolutely, unconditionally and
irrevocable guarantee the full, prompt and punctual payment by the borrower of
the principal and interest, becoming due and payment in accordance with the
terms of the Loan Agreement and in the event of default, agrees and
unconditionally undertakes to pay to the XYZ the principal and interest,
becoming due and payable under the Loan Agreement without demur.
irrevocable guarantee the full, prompt and punctual payment by the borrower of
the principal and interest, becoming due and payment in accordance with the
terms of the Loan Agreement and in the event of default, agrees and
unconditionally undertakes to pay to the XYZ the principal and interest,
becoming due and payable under the Loan Agreement without demur.
2.The Guarantor agrees that the Guarantee hereby
given shall be continuing guarantee and shall extend to cover any instalment or
instalments of the loan sanctioned and/or disbursed under the Loan Agreement.
given shall be continuing guarantee and shall extend to cover any instalment or
instalments of the loan sanctioned and/or disbursed under the Loan Agreement.
3. No remedy herein or otherwise conferred upon,
or reserved to the XYZ shall be considered exclusive of any other remedy; but
the same shall be cumulative and in addition to every other remedy given
hereunder, or now or hereafter existing at law or in equity or by status and
every power and remedy available to the XYZ may be exercised from time to time
and as often as may be deemed expedient. No
action and exercise or right, or remedy arising from any default or
failure of the guarantor to fulfil the terms of this Agreement, or delay or
omission in exercising such right, power or remedy shall impair, or be
construed as a waiver of any such right, power or remedy or any other right,
power or remedy.
or reserved to the XYZ shall be considered exclusive of any other remedy; but
the same shall be cumulative and in addition to every other remedy given
hereunder, or now or hereafter existing at law or in equity or by status and
every power and remedy available to the XYZ may be exercised from time to time
and as often as may be deemed expedient. No
action and exercise or right, or remedy arising from any default or
failure of the guarantor to fulfil the terms of this Agreement, or delay or
omission in exercising such right, power or remedy shall impair, or be
construed as a waiver of any such right, power or remedy or any other right,
power or remedy.
4. The Guarantor shall not assign or transfer
this agreement without having first obtained the written consent of the XYZ.
All right and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind their several and respective
successors; and to the extent that such rights and liabilities are assignable
assigns of the parties hereto.
this agreement without having first obtained the written consent of the XYZ.
All right and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind their several and respective
successors; and to the extent that such rights and liabilities are assignable
assigns of the parties hereto.
5. The Guarantor hereby agree that, in the event
of default in the payment of any instalment or a part of the loan borrowed, under the loan agreement, the guarantor
shall within Seven (7) days from the date of delivery by XYZ to the guarantor
of a notice in writing of such default, fully discharge its obligations under
this agreement, together with interest and other monies due and outstanding;
guarantor hereby further agrees that, an intimation in writing by the XYZ to
the borrower that a default in payment had occurred, shall be treated as final
and conclusive proof of the facts stated in the said notice .
of default in the payment of any instalment or a part of the loan borrowed, under the loan agreement, the guarantor
shall within Seven (7) days from the date of delivery by XYZ to the guarantor
of a notice in writing of such default, fully discharge its obligations under
this agreement, together with interest and other monies due and outstanding;
guarantor hereby further agrees that, an intimation in writing by the XYZ to
the borrower that a default in payment had occurred, shall be treated as final
and conclusive proof of the facts stated in the said notice .
6. The Guarantor also agrees to indemnify XYZ
against all loss, damage, cost, charge and expenses, which XYZ may suffer as a
result of any default or extending time for repayment of the aggregated due.
against all loss, damage, cost, charge and expenses, which XYZ may suffer as a
result of any default or extending time for repayment of the aggregated due.
7. The guarantor shall not be released from the
obligations hereunder, except upon receipt by the XYZ of the last instalment of
principal and interest outstanding and payable to the XYZ under the terms of
the loan agreement.
obligations hereunder, except upon receipt by the XYZ of the last instalment of
principal and interest outstanding and payable to the XYZ under the terms of
the loan agreement.
8. The Guarantor hereby unconditionally and
irrevocably undertakes to, and shall, without any demur, or dispute whatsoever,
make all payments, in clear, unencumbered funds to the order of XYZ, of the
said borrowed sum and interest thereon, without raising any objection, argument
or reference of any nature or manner in respect thereof, or creating any delay,
and within the time frame stipulated in the first written demand addressed by XYZ
to the Guarantor and sent to the Guarantor. All payments to be made by the
Guarantor to XYZ shall be made in full, free of any present or future taxes,
levies, imposts, duties, charges, fees, expenses or withholdings and without
any set-off or counter-claim or adjustment or any restriction, condition or
deduction whatsoever.
irrevocably undertakes to, and shall, without any demur, or dispute whatsoever,
make all payments, in clear, unencumbered funds to the order of XYZ, of the
said borrowed sum and interest thereon, without raising any objection, argument
or reference of any nature or manner in respect thereof, or creating any delay,
and within the time frame stipulated in the first written demand addressed by XYZ
to the Guarantor and sent to the Guarantor. All payments to be made by the
Guarantor to XYZ shall be made in full, free of any present or future taxes,
levies, imposts, duties, charges, fees, expenses or withholdings and without
any set-off or counter-claim or adjustment or any restriction, condition or
deduction whatsoever.
9. The Guarantor acknowledges and agrees that it
shall not be necessary for XYZ to initiate or exhaust any other remedies before
invoking this Guarantee and this Guarantee herein contained shall be
enforceable against the Guarantor on first demand from XYZ notwithstanding any
other securities which XYZ may have obtained or may obtain, which may at the
time/s when this Guarantee is invoked be outstanding and unrealized.
shall not be necessary for XYZ to initiate or exhaust any other remedies before
invoking this Guarantee and this Guarantee herein contained shall be
enforceable against the Guarantor on first demand from XYZ notwithstanding any
other securities which XYZ may have obtained or may obtain, which may at the
time/s when this Guarantee is invoked be outstanding and unrealized.
10.This
Guarantee shall be payable on demand and to further secure the repayment, the
Guarantor hereby deposits a post dated cheque with XYZ for presentation on its
becoming due.
Guarantee shall be payable on demand and to further secure the repayment, the
Guarantor hereby deposits a post dated cheque with XYZ for presentation on its
becoming due.
11. Any
matter, dispute, differences and/or claims arising out of or in connection with
this agreement shall be settled by arbitration to be held at Indore in
accordance with the Arbitration and Conciliation Act, of 1996 or any statutory
amendment thereof and shall be referred to the sole arbitration of a person to
be nominated/appointed by the Chairman of XYZ. In the event of death, refusal,
neglect, inability or incapability of the person so appointed, XYZ may appoint
a new Arbitrator and the Guarantor/s shall not take any objection in regard to
the appointment of the Arbitrator. The Arbitrator’s award shall be final and
binding on the Parties. The arbitration shall be conducted in Hindi and/or
English.
matter, dispute, differences and/or claims arising out of or in connection with
this agreement shall be settled by arbitration to be held at Indore in
accordance with the Arbitration and Conciliation Act, of 1996 or any statutory
amendment thereof and shall be referred to the sole arbitration of a person to
be nominated/appointed by the Chairman of XYZ. In the event of death, refusal,
neglect, inability or incapability of the person so appointed, XYZ may appoint
a new Arbitrator and the Guarantor/s shall not take any objection in regard to
the appointment of the Arbitrator. The Arbitrator’s award shall be final and
binding on the Parties. The arbitration shall be conducted in Hindi and/or
English.
12.The
Guarantor declares that the Guarantor’s liability hereunder shall be continuing
liability and the Guarantor shall remain liable at all times till the repayment
of the aggregated due and further interest, if any, due thereon.
Guarantor declares that the Guarantor’s liability hereunder shall be continuing
liability and the Guarantor shall remain liable at all times till the repayment
of the aggregated due and further interest, if any, due thereon.
13.The
Guarantor’s liability hereunder shall be binding on the Guarantor’s successors
in interest and assigns and administrators.
Guarantor’s liability hereunder shall be binding on the Guarantor’s successors
in interest and assigns and administrators.
14.A
demand in writing by XYZ shall be deemed to have been duly given to the
Guarantor by sending the same by speed post/registered post acknowledge due
addressed to the Guarantor at the address first mentioned hereinabove and shall
be effectual notwithstanding any change of office and such demand shall be
deemed to be received after the posting thereof and shall be sufficient if
signed by XYZ through its authorized representative.
demand in writing by XYZ shall be deemed to have been duly given to the
Guarantor by sending the same by speed post/registered post acknowledge due
addressed to the Guarantor at the address first mentioned hereinabove and shall
be effectual notwithstanding any change of office and such demand shall be
deemed to be received after the posting thereof and shall be sufficient if
signed by XYZ through its authorized representative.
15.The
Guarantor hereby declares on oath that he is fully solvent to the extent of
meeting any liability under this Agreement and also fully agree that
Arbitration proceedings when initiated against the Guarantor shall be binding
on him and the award published by the Arbitration shall be a binding order on
the Guarantor.
Guarantor hereby declares on oath that he is fully solvent to the extent of
meeting any liability under this Agreement and also fully agree that
Arbitration proceedings when initiated against the Guarantor shall be binding
on him and the award published by the Arbitration shall be a binding order on
the Guarantor.
16.All
Communications or Notices to this agreement shall be writing and shall be
deemed to have been delivered upon receipt by the parties hereto ay the
following address
Communications or Notices to this agreement shall be writing and shall be
deemed to have been delivered upon receipt by the parties hereto ay the
following address
(a) Mail to
Managing
Director
Director
(b) Mail to
Managing
Director
Director
IN
WITNESS WHEREOF, the within named Guarantor has caused this Guarantee to be
executed on the day, month and year first hereinabove written,
WITNESS WHEREOF, the within named Guarantor has caused this Guarantee to be
executed on the day, month and year first hereinabove written,
SIGNED AND DELIVERED
BY the within named Guarantor, ______________ LIMITED,
by the
hand of Mr. ____, its Authorised Signatory.
hand of Mr. ____, its Authorised Signatory.