Loan Agreement

LOAN AGREEMENT

THIS LOAN AGREEMENT is made on ________.

BETWEEN

________, of the following address:

________

(hereinafter referred to as the "Lender") of the one part,

AND

________, of the following address:

________

(hereinafter referred to as the "Borrower") of the other part.

WHEREAS the Lender desires to lend the Borrower the sum of ₦________ (________) and the Borrower accepts the Principal upon the fulfillment of the terms and conditions set out in this Agreement. In consideration of mutual covenants and promises contained in this Agreement and the receipt of which is hereby acknowledged, the Parties agree as follows:

1. INTERPRETATION

Unless otherwise defined herein, the following words and expressions shall have the following meaning:

'Agreement' means this loan agreement.

'Business Day' means any day except Saturday, Sunday, public holiday or bank holiday.

'Principal' means the total amount of money provided by the Lender under this Agreement, which is the sum of ₦________ (________).

'Material adverse change' means any change in the circumstance of the Borrower that makes it impossible for the Borrower to perform its obligations in this Agreement.

'Outstanding Amount' means the total amount of principal, interests, and any costs payable by the Borrower which is due and remains unpaid.

'Repayment Date' means the last date on which the Principal together with any interest, costs and any Outstanding Amount becomes due and payable to the Lender under this Agreement.

2. LOAN

The Lender shall advance the sum of ₦________ (________) to the Borrower on ________.

3. DURATION OF THIS AGREEMENT

Save as otherwise provided in this Agreement, notwithstanding the repayment of any sum due in this Agreement, the provision of this Agreement shall remain in force for as long as the loan and any other sum remains unpaid.

4. OBLIGATIONS OF THE BORROWER

a. The Borrower shall be required to allow the Lender to check the financial situation of Borrower and examine the respective documentation and assets in order to verify the information submitted by the Borrower, the Borrower's solvency and the reality of performing the payment obligations under this Agreement.

b. The Borrower shall make no counter-claim or set off against any payment due under this agreement and make such payments

c. The Borrower shall provide notice to the Lender of any event of default or Material Adverse Change.

5. REPAYMENT OF LOAN

The Borrower agrees to repay the Loan on the following date:

________

6. DEFAULT

a. The Lender shall be entitled to unilaterally cancel and demand the payment of the Outstanding Amount and the performance of other claims under this Agreement by notifying the Borrower thereof in writing, if any one or several cases specified below occur:

I. the Borrower fails to make the payments under the Agreement as at when due;

II. if in the opinion of the Lender, the Borrower become insolvent, thereby making the due performance of the Agreement doubtful;

III. the Borrower fails to duly perform its obligations under this Agreement or another other agreements entered into by the Parties;

IV. the Borrower violates other terms and conditions of this Agreement;

V. the Borrower breaches any law, regulation, judgement or administrative decision or any law in the circumstances where the Lender reasonably believes that the breach will have an adverse effect on the Borrower's ability to meet its obligations in this Agreement.

b. Upon any default, the Lender shall be entitled to demand for the complete repayment of the Principal and compensation for any damage caused to the Lender due to any delay in the repayment of the Principal or any Outstanding Amount.

7. CONDITION PRECEDENTS

The Lender is entitled to refuse to disburse the Principal or any part thereof to the Borrower if any of the following is discovered:

I. the Borrower provides false information to the Lender on their solvency or value of security, or other material circumstance.

II. where the Borrower being a registered organization, goes into liquidation at the commencement of this Agreement.

8. RECONSTRUCTION AND AMALGAMATION

This Agreement shall not be affected by any reconstruction, winding up or changes that might affect the Borrower, its successors or assigns with any other registered organization or persons.

9. WAIVERS

Failure or delay in exercising any right on the part of the Lender shall not operate as a waiver. The right or remedies herein provided are cumulative and not exclusive of any right or remedies provided by law.

10. ASSIGNMENT

Parties under this Agreement shall not assign or transfer any rights and obligations under this Agreement to a third party without the prior consent of the other.

11. CONFIDENTIALITY

a. The Parties (including their employees and agents) undertake that they shall not disclose or communicate to any party any confidential information relating to this Agreement or contracts contemplated herein, which may come to their knowledge.

b. The Parties further undertake to use their best endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

12. GOVERNING LAW

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

13. JURISDICTION

Both parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.

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16. VARIATION

No part of this Agreement shall be varied or terminated unless such variation is agreed and signed by the both parties.

17. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Contract this day and year first written above.

SIGNED by the within named ________

___________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named ________

___________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named ________

___________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................