Counter Guarantee Sample Clauses
A Counter Guarantee is a contractual provision where one party agrees to provide a guarantee to back up or support another guarantee, typically issued by a bank or financial institution on behalf of a client. In practice, this means that if a primary guarantee is called upon, the party providing the counter guarantee will reimburse the guarantor for any payments made. For example, in international trade, a local bank may issue a guarantee to a foreign beneficiary, but only after receiving a counter guarantee from the client's bank. The core function of a counter guarantee is to allocate risk and provide additional security, ensuring that the guarantor is protected against default by the party on whose behalf the guarantee was issued.
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Counter Guarantee. If Party B signs a counter-guarantee contract with the factoring applicant for the Contract, the counter-guarantee contract shall not infringe any rights and interests of Party A. When Both Parties are in the same order when recovering debt from the Applicant due to the counter-guarantee contract, Party A shall have the right to take priority over Party B. Without Party A’s written consent, Party B shall not require the Applicant to set up counter-guarantee in the form of property mortgage or pledge for Party B’s obligations under the Contract.
Counter Guarantee. On 8 November 2019 (after trading hours), Chairman ▇▇, entered into the Counter Guarantee Agreement with the Company, pursuant to which Chairman ▇▇ agreed to indemnify the Company by means of the Counter Guarantee for any amount payable by the Company or its subsidiaries in connection with the Company Guarantee, including the principal amount of the relevant loan, debenture or corporate bonds, any interest, fees, damages and enforcement expenses for breach of the relevant loan, debenture or corporate bonds. The Board considers that the Counter Guarantee is provided to the Group on normal commercial terms or better for the Group and no security shall be provided over the assets of any member of the Group in relation to such guarantee; therefore, the Counter Guarantee is exempted from reporting, announcement and Independent Shareholders’ approval requirements according to Rule 14A.90 of the Listing Rules. The Counter Guarantee arrangement for the 2019 Framework Agreement is identical in nature as Chairman ▇▇’s counter guarantee arrangement for the 2017 Framework Agreement. REASONS FOR AND BENEFITS OF THE 2019 FRAMEWORK AGREEMENT The 2019 Framework Agreement was entered into by the Company and Tianrui Group Company after taking into account the following factors:
(a) It is common commercial practice for lenders in China to require the provision of guarantees as security for provision of loans to a borrower. In particular, privately- owned companies are often required by the PRC banks to provide third-party guarantee before granting a loan. Accordingly, financial institutions in the PRC have implemented tightened risk control measures, which require borrowers to extend or provide additional guarantees before granting loans.
(b) The historical utilization of the Tianrui Group Guarantee is greater than that of the Company Guarantee. As at 31 October 2019, the outstanding balance of the Company Guarantee is approximately RMB1,576 million while the Tianrui Group Guarantee is approximately RMB2,461 million. During the term of 2017 Framework Agreement and as at the date of this announcement, there has not been default of any loans guaranteed by either the Tianrui Group Guarantee or the Company Guarantee under the 2017 Framework Agreement. The guaranteed amounts under the Tianrui Group Guarantee and the Company Guarantee as of 31 December 2017, 31 December 2018 and 31 October 2019 are as follows: Company Guarantee 1,710 1,710 1,576 Tianrui Group Guarantee 4,056 3,536...
Counter Guarantee. The obligation of Dewantong under the New Guarantee Agreement is secured by (i) the personal guarantee granted by the legal representative of Dewantong and her spouse, who are third parties independent of the Company; and (ii) a corporate guarantee granted by an independent party, in favour of Chinlink Guarantee. The Company is an investment holding company. The Group is principally engaged in property investment, trading (including mainly electronic components and appliance, furniture and fixtures, etc.), provision of financing guarantee services, finance leasing services and logistics services in the PRC and interior decoration works in Hong Kong and Macau Special Administrative Region of the PRC. Chinlink Guarantee is currently an indirect non-wholly-owned subsidiary of the Company principally engaged in the provision of financing guarantee services and provision of consultancy services in the PRC. The New Guarantee Agreement is entered into in the ordinary and usual course of business of the Group. The terms of the New Guarantee Agreement were negotiated between Chinlink Guarantee and Dewantong on an arm’s length basis with reference to prevailing market rates and terms for similar financial guarantee arrangements. Taking the above into account, the Board (including the independent non-executive Directors but excluding ▇▇. ▇▇) is of the view that the terms of the New Guarantee Agreement is fair and reasonable and on normal commercial terms, and the transactions contemplated thereunder are in the interest of the Group and the Shareholders as a whole. ▇▇. ▇▇ did abstain from voting at the board meeting of the Company to approve the New Guarantee Agreement in view of his interest in Dewantong. Dewantong is a company incorporated in the PRC with limited liability and 50% of its equity interest is indirectly held by ▇▇. ▇▇. Hence, Dewantong is a connected person of the Company and the New Guarantee Agreement constitutes continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As disclosed in the announcements of the Company dated 28 July 2016, 27 March 2017, 30 March 2017, 2 May 2017, 19 September 2017 and 28 March 2018, Chinlink Guarantee had entered into various financing guarantee agreements and/or consultancy services agreement with ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ respectively, and Chinlink Finance Lease had entered into a finance lease agreement with ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇ are also connected persons of...
Counter Guarantee. 6.1 Party A will provide counter-guarantee for all of Party A’s obligations and responsibilities hereunder in the following manners:
Counter Guarantee. Each Counter Guarantor irrevocably and unconditionally and notwithstanding the release of the Company, any Guarantor or any other person under the terms of any composition or arrangement with any creditors of any member of the Group:
(a) authorises each Guarantor to pay any demand made or purporting to be made under Clause 15 (Guarantee) without investigation by it or confirmation from a Counter Guarantor or any other person;
(b) agrees that, as between itself and any Guarantor, the demand will be conclusive evidence that the demand has been properly made;
(c) agrees that each Guarantor deals in documents only and shall not be concerned with the legality of the claim or any underlying transaction or any set-off, counterclaim or defence as between the Company, the Guarantors or any other person; and -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
(d) agrees that this Clause 16.2 shall apply in respect of amounts paid under any demand made under Clause 15 (Guarantee) without regard to:
(i) the sufficiency, accuracy or genuineness of any demand or any certificate or statement in connection with any demand;
(ii) any incapacity of, or limitation upon the powers of, any person signing or issuing any demand or certificate or statement in respect of any demand; or
(iii) any other condition.
Counter Guarantee. On the same date as the Framework Agreement, Chairman ▇▇, the ultimate controlling shareholder of Tianrui Cement, entered into the Counter Guarantee Agreement with Tianrui Cement, pursuant to which Chairman ▇▇ has agreed to indemnify Tianrui Cement by means of the Counter Guarantee for any amount that Tianrui Cement or its subsidiaries would have to pay in accordance with the terms and conditions of each Tianrui Cement Guarantee under the Framework Agreement, including the principal amount of the relevant loan, debenture or corporate bonds, any interest, fees, damages and enforcement expenses for breach of the relevant loan, debenture or corporate bonds. The Board considers the Counter Guarantee is provided to the Group on terms better for the Group and no security shall be provided over the assets of any member of the Group in relation to such guarantee; therefore, the Counter Guarantee is exempted from reporting, announcement and independent shareholders’ approval requirements according to Rule 14A.65(4) of the Listing Rules.
Counter Guarantee. The obligation of the Customer under the New Guarantee Agreement is secured by (i) a personal guarantee granted by the legal representative of the Customer, who is also the major shareholder of the Customer; and (ii) a corporate guarantee granted by an independent third party, in favour of Chinlink Guarantee. 19 January 2020