A guarantee clause in a contract assures one party that certain conditions or obligations will be fulfilled, offering a promise of performance or a backup remedy if the specified terms are not met. It often involves the guarantor providing financial security or taking responsibility to ensure the contract's commitments are upheld.
“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Trust Preferred Securities of any Class, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions required to be paid on the Trust Preferred Securities of such Class, to the extent the Issuer Trust shall have funds on hand available
“Guarantee Trustee” means U.S. Bank National Association, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.
“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.
The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.
Powers and Duties of the Guarantee Trustee. (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee hereunder. The right, title and interest of the Guarantee Trustee, as such, hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. (b) If an Event of Default has occurred and is continuing of which the Guarantee Trustee is deemed to have knowledge pursuant to Section 2.7(b) , the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee.
Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer Trust may have or assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders.
Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Notes to Holders as provided in the Declaration of Trust.
LIMITED GUARANTEE This LIMITED GUARANTEE, dated as of November 19, 2020 (this “Limited Guarantee”), is made by Biomedical Treasure Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guarantor”), in favor of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). This Limited Guarantee is being delivered to the Guaranteed Party concurrently with the execution and delivery of the Merger Agreement (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Merger Agreement.
Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to and subject to the term of which the Guarantor has agreed to make certain equity contribution to Parent (the “Equity Commitment Letter”, together with the other equity commitment letters between Biomedical Future Limited and CC China (2019B) L.P., respectively, and Parent, collectively, the “Equity Commitment Letters”), or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below).
This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate Action or Actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any Action is brought against Parent, Merger Sub, any Other Guarantor or any other Person or whether Parent, Merger Sub, any Other Guarantor or any other Person is joined in any such Action or Actions.
This Limited Guarantee may be enforced for the payment of money only.
Continuing Guarantee. Unless terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the payment and satisfaction in full of the Guaranteed Obligations (subject to the Maximum Amount), shall be binding upon the Guarantor, its successors and permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Non-Recourse Party (including the provisions of Sections 3, 5 and 16) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any such Non-Recourse Party.
3. GUARANTEE 3.1 Guarantee and indemnity On and from the Effective Date, the Guarantor irrevocably and unconditionally: (a) guarantees to the Security Agent (for and on behalf of itself, each Finance Party and each Hedge Counterparty) the Guaranteed Obligations; (b) undertakes with the Security Agent (for and on behalf of itself, each Finance Party and each Hedge Counterparty) that whenever a Guaranteed Obligor does not pay any amount when due which comprises the Guaranteed Obligations, it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Security Agent (for and on behalf of itself, each Finance Party and each Hedge Counterparty) that if any obligation guaranteed by it under this Guarantee is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify the Security Agent (for and on behalf of itself, each Finance Party and each Hedge Counterparty) immediately on demand against any cost, loss or liability it incurs as a result of a Guaranteed Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Guaranteed Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 3.1 if the amount claimed had been recoverable on the basis of a guarantee.
A guarantee is a formal promise or assurance, typically in writing, that certain conditions will be fulfilled, such as the quality or performance of a product, or that obligations, such as debt payments, will be met. Guarantees are often used in business and finance to build trust and provide security to the parties involved.
A guarantee should be used in situations where additional security or assurance is needed. Common scenarios include:
Using a guarantee can also enhance credibility and trustworthiness, especially if your business is relatively new or you are entering a new market.
Writing a guarantee involves specific elements to ensure clarity and legality:
Identify the Guarantor and Beneficiary: Clearly state who is offering the guarantee and who is receiving it.
Define the Obligation or Conditions: Specify what is being guaranteed, such as the performance of a product or repayment of a loan.
Duration of the Guarantee: Indicate how long the guarantee will be effective or applicable.
Terms and Limitations: Detail any terms, conditions, or limitations that apply to the guarantee.
Remedy or Compensation: Explain what will happen or what compensation will be available if the terms of the guarantee are not met.
Signature and Date: Ensure the document is signed and dated by the relevant parties to validate it legally.
Example:
“ABC Company guarantees that the ABC Vacuum Cleaner will be free from manufacturing defects for a period of two years from the date of purchase. If a defect is found, we will repair or replace the unit at no charge, subject to the terms and conditions herein.”
Guarantees are commonly found in various types of contracts, including:
These arrangements provide assurances that obligations will be fulfilled, protecting the interests of both parties involved in the contract.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Guaranteed Maximum Price (GMP) clause in a contract establishes a ceiling on the total cost that the owner will pay to the contractor, protecting the owner from cost overruns while incentivizing the contractor to manage costs efficiently. Any savings generated under the maximum price typically benefit the owner, though such clauses may include provisions for shared savings between parties.
A holdover clause in a contract specifies the conditions and obligations of the parties if a tenant or lessee continues to occupy the property beyond the expiration of the lease term. It typically outlines the changes in rental terms, such as an increase in rent, and the landlord's rights and remedies during the holdover period.
HSSE (Health, Safety, Security, and Environmental) standards are contractual clauses that set out the specific requirements and practices that parties must adhere to in order to ensure a safe, secure, and environmentally responsible working environment. These standards are designed to mitigate risks, protect personnel and assets, and ensure compliance with relevant laws and regulations.
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