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PLAYBOOK TEMPLATES
Guarantee & Security Agreement
A Guarantee & Security Agreement provides collateral and personal guarantees securing performance or payment obligations. This playbook details drafting considerations for enforcement rights, perfection, and priority of security interests.
Representations and Warranties
Negotiation strategy
Ensure representations are specific and verifiable. Limit the scope to factual statements to minimize potential liability.
Negotiate to include knowledge qualifiers and materiality thresholds to limit exposure. Ensure representations align with actual business practices.
Essential elements
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Status Representation
Party's legal standing and authority.
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Asset Representation
Details about party's assets.
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Operational Compliance
Adherence to laws and regulations.
Action framework
ACCEPT
Propose edits when representations are too broad or unverifiable.
EDIT
Reject clauses that impose unreasonable liability or are factually incorrect.
ADD
Add clauses to address specific risks or industry regulations.
PRO TIP
Tailor representations to the specific transaction to ensure they are relevant and enforceable.
Real-world examples
FAVORABLE
Preferred Clause
"The Party hereby represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; it has the requisite power and authority to enter into this Agreement; and its execution and performance of this Agreement will not violate any applicable law or regulation."
NEUTRAL
Fallback Clause
"The Party represents and warrants that, to the best of its knowledge, it is in compliance with all applicable laws and regulations relevant to its operations."
UNFAVORABLE
Overly Broad Representation
"The Party represents and warrants that it is in compliance with all laws and regulations globally, without exception."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, representations should be more detailed and include specific risk mitigation measures.
Cross-Border Transactions
Consider additional representations related to compliance with international laws and regulations.
Regulated Industries
Include specific representations about compliance with industry-specific regulations, such as financial services or healthcare.
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WEEK 3
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WEEK 4
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