This document is suitable to be used where:

(a) there is no loan agreement, but
(b) there is a transaction (eg. a sale of business or sale of shares) where one party to the transaction has given undertakings, warranties or promises to the other to either make payments or do certain things (for example to pay instalments of a purchase price, not to compete etc.), and
(c) the party to who those undertakings, warranties or promised have been made also wants a guarantee from another person(s) (the Guarantor/s).

In a guarantee, the Guarantors are usually separate from the parties to the original transaction. Where the guarantors are companies, then the guarantees will usually be given by the directors. In this template, the party with the benefit of the guarantee is called the Company. The company with the obligations that are being guaranteed is called the Warrantor. This template allows for multiple Guarantors who can be individuals or companies.

This Guarantee contemplates that the transaction between the Company and the Warrantor is completed at the same time as the Guarantee is entered into.

This document attaches Notes to Deed of Guarantee of Promises, Obligations & Warranties in a Transaction (Version Four).

This Deed includes the following provisions:

1. Definitions and Interpretation
2. Guarantee and Indemnity
3. Demand on Guarantors
4. Guarantee not Affected by Various Matters
5. Guarantors' Warranties and Declarations
6. Trust Provisions
7. Notices
8. Execution under Power of Attorney
9. Signing by the Company
10. Only written matters bind the Company
11. Governing Law
12. Independent Legal Advice
13. Joint and Several Liability