Free General Continuing Guaranty Template

When drafting guarantees, make good use of this General Continuing Guaranty to hold any guarantor liable over obligations of any individual or Limited Liability Corporation to the lender in spite of successive transactions for a duration of time. Get any guarantor to have the best interest of any company at heart with the help of this template. Have an assurance of any guarantor paying up for any loans that your company as a borrower has made. Insert or make changes to the content of the template easily. Act now to protect the interests of your company by downloading and using this template today.

GENERAL CONTINUING GUARANTY

This General Continuing Guaranty herein referred to as “The Guaranty,” which was made and shall take its effect on [DATE], is between:

[NAME], herein referred to as “The Seller” an organization/individual existing under the laws and constitution of the [COUNTRY/STATE/PROVINCE], with the location of its main office at:

[ADDRESS]

And: [NAME 1], herein referred to as “The Guarantor” an organization/individual existing under the laws and constitution of the [COUNTRY/STATE/PROVINCE 1], with the location of its main office at:

[ADDRESS 1]

THE RECITALS

In order to encourage the Company and any other Co-Buyer or participant as described in the Agreements to extend and/or continue to extend the financial accommodations to the Seller defined below, or in accordance to any other present or future agreement between the Buyer and the Seller (herein collectively referred to as “The Agreements”), and in consideration thereof, and in consideration of any loans, advances or financial accommodations heretofore or hereafter granted by the Buyer to or for the account of the Seller, whether in accordance with the Agreements or otherwise, the undersigned officer(s), authorized representative(s) or third-party guarantors of the Seller (hereinafter collectively and individually referred to as the Guarantor) hereby, jointly and severally, obliges, assures and commences as follows:

1. Guaranty of Obligations

The Guarantor shall thoroughly, completely and decisively assure and guarantee to give payment to the Buyer, on order or demand, in lawful money of [COUNTRY], any and all indebtedness and obligations of the Seller to the Buyer and the payment to the Buyer of all sums may be currently due and owing to the Buyer from the Seller whether under the Agreements or otherwise. The terms indebtedness and obligations are (herein collectively referred to as “the Obligations”) used in this Agreement in their most comprehensive sense and shall consist of any and all advances, debts, obligations and liabilities of the Seller, before, now or hereafter created, established, developed, incurred, whether voluntarily or involuntarily, and however arising (including but is not limited to, indebtedness owing by the Seller to the third parties who have provided the Buyer a Security interest in the accounts, chattel paper and the general intangibles of the said third party; and further including but not limited to, all attorney’s fees, costs, expenses, premiums, charges and interest owed by the Seller to the Buyer, whether it was under the Agreements or not) whether it was due or not yet due, absolute or conditional, liquidated or unliquidated, determined or undetermined, whether the Seller may be held accountable as an individual or joint together with the others, whether the recovery upon such indebtedness may be or hereafter be prohibited by any statute of limitations of whether said indebtedness may be or hereafter becomes enforceable and includes the sellers immediate, complete and diligent execution, inspection, review and discharge of each and every term, condition, agreement, representation, warranty undertaking and provisions to be enforced and executed by the Seller under these Agreements. 

2. Continuing Guaranty 

This General Continuing Guaranty (“The Guaranty”) is a continuing guaranty which shall continue its effectiveness until this Guaranty has been stated and described as terminated and relate to any obligation including those which result from successive transactions which shall either continue the Obligations from time to time or renew them after they have been fulfilled. Any such termination shall only be enforceable after written notice to the Buyer, and only to the transactions having their inception prior to such date. No termination shall be effective, until such time that the Buyer is no longer committed or indebted to make any loans or advances or to provide any credit to the Seller. In the absence of any termination of this Guaranty, The Guarantor agrees that nothing else shall discharge or fulfill its obligations established and developed in this Agreement other than the full payment and execution of the Obligation with interest. 

3. Rights are Independent 

The Guarantor recognizes and understands that it is directly and primarily accountable to the Buyer, and that the Obligations in this Agreement are independent of the Obligations of the Seller and that a separate action or actions may be brought and litigated against the Guarantor, whether the action is brought against the Seller or whether the Seller is joined in any such action or actions. The Guarantor agrees that any release may be given by the Buyer to the Seller or any other guarantor or endorser shall not release it from this Guaranty. 

4. Default 

In the case that any bankruptcy, insolvency, receivership or similar proceeding is appointed by or against The Guarantor and/or the Seller or in the event that either the Guarantor or the Seller becomes insolvent, make an assignment for the benefit of the creditors or attempt to affect a composition with the creditors, or if there be any default of any kind in accordance to the terms and conditions of the Agreements (whether announced or not), then, at the Buyer’s election, without any notice or demand, the Obligations of the Guarantor created in this Agreement shall become due, to be paid for and executable against the Guarantor whether or not the Obligation is then due and to be paid for. 

5. Indemnification

The Guarantor agrees to indemnify The Buyer and hold Buyer free against all obligations, demands, and liabilities, by whomsoever, declared and against all losses in any way suffered, incurred or paid by Buyer as a result of or in any way resulting from, following or consequential to transactions with Seller, whether under the Agreements, or otherwise, and also agrees that this Guaranty shall not be impaired by any changes, alterations, supplement, extension or amendment of any contract or agreement to which the Buyer and the Seller may agree to, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed or of any security therefore nor by any agreements or any kind of arrangements with The Seller or anyone else.

6. Consent to Modifications 

The Guarantor then permits the Buyer, without any notice or request and without affecting its accountability to this Agreement, from to time to:

• Renew, compromise, extend, accelerate or otherwise revise the time for the Obligations, or any portion of such including, but is not limited to, the increase or decreasing of any of the fees in this Guaranty. 
• Take and hold Security for the payment of the Obligations guaranteed in this Agreement, and exchange, execute, waive and release any said security.
• Apply such security and direct the order or manner of sale thereof as The Buyer in its discretion may deem suitable.
• Release or substitute anyone or more endorser(s) or guarantor(s); and
• Assign, without notice, this Guaranty in whole or in portion and The Buyer’s rights hereunder to anyone at any time.

Guarantor agrees that Buyer may do any or all of the foregoing in such method upon such terms and conditions, and at such times as the Buyer, in its discretion, considers appropriate without, in any way or respect, damaging, affecting, reducing or releasing Guarantor from its undertakings hereunder and The Guarantor hereby permits to each and all of the foregoing acts, events, and occurrences. 

7. Waiver of Defences 

The Guarantor hereby waives any right to assert against the Buyer as form of protection, counterclaim, setoff on cross-claim, any defence (legal or equitable) and any other claims which the Guarantor may now or at any time have against the Seller or any other party that is to be held accountable to the Buyer in any way or manner. 

The Guarantor hereby waives all of the defences, counterclaim, and offsets of any kind or nature, resulting directly or indirectly from the present or future lack of perfection, satisfaction, validity, performance, or enforceability of the Agreement of any of the Security interest stated in this Agreement. 

The Guarantor hereby waives any defence resulting by reason of any claim or defence based upon an election of remedies by the Buyer, in which, any manner, damages, affects, diminishes, eradicates or suspend the Guarantor’s subrogation rights, rights to proceed against the Seller for compensation, or any other rights of the Guarantor or against any other person or security, including but is not limited to any defence based upon an election of remedies by the Buyer under the conditions of applicable state law, or of [COUNTRY]. The Guarantor waives all presentments, dishonour, notices of default, a notice of protests, notices of existence or any other formalities to which the Guarantor may be entitled. 

8. Waiver of Jury Trial 

Guarantor waives any right to a jury trial in any action hereunder or resulting out of The Buyer’s transactions with Seller. 

9. Waiver of Rights of Subrogation 

The Guarantor shall have no right of subrogation, compensation, exemptions, contributions or any other rights that would result in the Guarantor being considered as a creditor of the Seller under [COUNTRY] Bankruptcy Code or any other law or for any other purpose and the Guarantor hereby permanently waives all such rights, the right to determine any such rights and any rights to execute any remedy in which the Guarantor may now or hereafter have against the Seller and hereby permanently waives any benefit of and any right to engage in, any security now or hereafter held by the Buyer, whether any of the foregoing rights arise in equity, at law or by the contract. 

As a condition to the payment or execution by the Guarantor under this Guaranty, the Buyer shall not be obliged to, and the Guarantor hereby waives any and all the rights to obligate the Buyer to prosecute or seek to perform any remedies against the Seller or any other party accountable to the Buyer on account of the Obligations or to require the Buyer to seek to enforce or resort to any remedies with respect to any security interests, liens, or encumbrances granted to the Buyer by the Seller or any other party on account of the Obligations. 

Any and all of the current and future debts and obligations of the Seller to the Guarantor are hereby suspended in favour of and subordinated to the full payment and execution of all current and future debts and obligations of the Seller to the Buyer. All monies or other property of the Guarantor at any time in the Buyer’s possession may be held by the Buyer as a form of security for any and all of the obligations of Guarantor to the Buyer no matter now existing or hereafter arising, whether absolute or conditional, whether due or to become due, and whether under this Guaranty or otherwise. The Guarantor also agrees that Buyers’ books and records showing the account between The Buyer and The Seller shall be relevant in any action or proceeding and shall be binding upon Guarantor for the purpose of developing the terms stated in this Agreement and shall comprise prima facie proof thereof. 

10. Financial Condition of Seller 

The Guarantor is presently informed of the financial condition of the Seller and of all the other conditions which a diligent inquiry would reveal and which bear upon the risk of non-payment of the Obligations. The Guarantor hereby covenants that it shall proceed to keep itself updated of the Seller’s financial status and all of the states, which bear upon the chance of non-payment. Should the request for such information by the Guarantor to the Buyer be unavailable, The Guarantor hereby waives its right, if any, to obtain and the Buyer is relieved of any obligation or duty to reveal to the Guarantor any information in which the Buyer may now or hereafter obtain regarding such conditions or circumstances. 

11. Termination

The Guarantor’s obligation under this Guaranty shall proceed in full force and effect until the Seller’s Obligations are fully paid, executed and discharged and the Buyer gives the Guarantor a written notice of that fact. The Seller’s Obligations shall not be considered fully paid, performed and discharged unless and until all the payments by the Seller the Buyer is no longer subject to any right on the part of any person whomsoever; including but is not limited to the Seller, the Seller as a debtor-in-possession, or any trustee or receiver in bankruptcy, to set aside such payments or seek to redeem the amount of such payments, or any part thereof. The foregoing shall consist of, by way of example and without the intention of limiting, all rights to recover preferences voidable under [COUNTRY] Code. In the case that any such payments by the Seller to the Buyer are set aside after the making of such Agreement, in whole or in part, or settled without litigation, to the extent of such settlement, all of which is within the Buyer’s own discretion, The Guarantor shall be held accountable for the full amount that the Buyer is required to repay and addition to the costs, interest, attorneys fees and any and all expenses which Buyer paid or incurred in connection therewith.

No termination of this Guaranty shall take effect or be enforced except by a notice delivered to the Buyer by a certified mail, return receipt requested (which shall be evidenced by a properly validated return receipt, naming a termination date effective not less than [NUMBER] days after the receipt of such notice by the Buyer. Such termination shall not be executed as to any Guarantor who has not given such notice and shall not affect the application of this Guaranty to any negotiation or indebtedness affected prior to the effective date of termination. 

12. Successors and Assigns 

This Guaranty shall be legally binding upon the successors and assigns of the Guarantor and shall inure to the benefit of The Buyers successors and assigns. The death of the Guarantor shall not cause the termination of this Guaranty. 

13. Modifications 

This Guaranty cannot be modified verbally. No amendment or alteration of this Guaranty shall be enforceable for any cause unless it is in writing and performed by an officer or representative of the Buyer permitted to do as such. All prior agreements, proposals, meetings, understandings, transactions, if any, are merged in this Guaranty. 

14. Attorney’s Fees 

The Guarantor agrees to pay all attorney’s fees and all other costs and out-of-pocket expenses which may be incurred by the Buyer in the execution of this Guaranty or in any way resulting out of, following or consequential to the performance of The Seller’s Obligations, whether under this Guaranty, the Agreements, or otherwise. 

15. Joint and Several

In all cases where the word Guarantor is used in this Guaranty, it shall mean and apply equally to each and all of the individuals and/or entities, which have performed this Guaranty. All of the responsibility’s obligations of the Guarantor in this Agreement shall be joint and several.

16. Governing Law

All acts and transactions hereunder and the rights and obligations of the parties involved shall be governed, interpreted and adhering in accordance with the laws of the State of [COUNTRY].

17. Additional Waivers 

The Guarantor waives all rights and defences resulting from an election of remedies by the Buyer, even though that election of remedies, such as a non-judicial foreclosure with regards to security for a guaranteed obligation, had abolished the Guarantor’s rights of subrogation and reimbursement against the principal by operation of [LAW/ACT] or otherwise.

18. Section Numbers and Headings

Section numbers and section titles have been used for the execution of this Agreement is for convenience only; they shall not be construed to limit or extend the meaning of any part of this Guaranty and shall not involve any form in interpretation regarding this Agreement whatsoever. 

In Witness whereof, the parties have caused this Guaranty to be duly performed as of the day and year first written above. 

FOR SELLER FOR GUARANTOR

[ADD SIGNATURE] [ADD SIGNATURE 1]

[NAME] [NAME 1]