This Agreement is a legally binding document. Both parties to his agreement should read it carefully and ensure that it includes everything each party has deemed necessary and nothing that either party is not prepared to agree. Where any party is unsure of their obligations and responsibilities under this Agreement then they are advised to seek independent legal advice before signing.
Loan Agreement (England and Wales only)
BETWEEN:
________ whose registered office is at:
________
incorporated in England and Wales with company registration number ________
(hereafter "the Lender")
AND
________ whose registered office is at:
________
incorporated in England and Wales with company registration number ________
(hereafter "the Borrower")
DATED: ________
IN CONSIDERATION of the Lender advancing the Loan Amount to the Borrower as a loan, and the Borrower having agreed to act and make payment to the Lender in accordance with this Agreement, it is agreed that:
I - Interpretation
1. this Agreement and any documents referred to in it represents the entire agreement between the parties in relation to the Loan and supersedes all previous offers, agreements and/or understanding whether written or oral relating to the subject matter hereof
2. each of the parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement
3. nothing in this agreement shall operate to limit or exclude any liability for fraud
4. In this Agreement
a). the words "include", "includes" and "including" are deemed to be followed by the words 'without limitation'
b). the word "liability" includes all costs, loss, damage, expenses and claims incurred or suffered by the relevant party
c). words introduced by the word 'other' do not have restrictive meaning even where preceded by words indicating or referring to a particular class of acts, things or matters
5. In this Agreement unless otherwise specified:
a). a reference to one gender shall include a reference to the other gender
b). a reference to the plural is a reference to the singular and vice versa
c). headings are inserted for the convenience of the parties and shall not be considered in the interpretation of this agreement
d). reference to clauses is a reference to a clause under this Agreement
e). a reference to legislation is a reference to all legislation having effect in England and Wales at any time during the Term, including directives, decisions and regulations of the Council or Commission of the European Union, Acts of Parliament, orders, regulations, consents, licenses, notices, and bye laws made or granted under any Act of Parliament or directive, decision or regulation of the Council or Commission of the European Union, or made or granted by a local authority or by a court of competent jurisdiction and any approved codes of practice issued by a statutory body; and
f). a reference to particular legislation is a reference to that legislation as amended, consolidated or re-enacted from time to time and all subordinate legislation made under it from time to time, as such is in force at the present time.
II - Definitions
The following definitions will apply throughout this Agreement:
1. The Commencement Date
means the ________.
2. Business Day
means a day (other than Saturday and Sunday) on which banks are open for normal banking.
3. The Loan
means the loan arrangement created under this Agreement.
4. The Loan Amount
means the Loan Amount advanced by the Lender to the Borrower is £________ (________).
5. Indebtedness
means any outstanding payable sums, unpaid interest and any outstanding charges incurred by the Borrower and owed to the Lender in accordance with this Agreement.
6. The Outstanding Loan
means the amount of the Loan Amount that remains unpaid and owing to the Lender after any sums paid by the Borrower and applied towards the Loan Amount have been taken into account.
7. The Interest Rate
no interest is payable on this loan.
8. The Loan Term
means the term of the Loan which will be ________ calendar months.
9. The Repayment Date
means the date falling exactly ________ calendar months from the commencement of this Agreement.
10. The Instalment
the sum of £________
11. Payment Day
means the first Payment Day which will fall one calendar month from the commencement of this Agreement and every month thereafter on the same day of each calendar month, that being the same day of each month as the day of the month on which this Agreement commences. If a month doesn't have the same day of the month as that on which this Agreement commences, the Payment Day for that month only will be the last day of that calendar month, for example:
if this Agreement were to commence on 13th December, the Instalment would be payable on the 13th of each month but if this Agreement were to commence on 30th December, the Instalment would be payable on the 30th of every month, except for February when the Instalment would be payable on 28 February.
12. Final Payment Day
means the Final Payment Day which will fall exactly ________ calendar months from the Commencement Date.
13. Event of Default
means any event set out in the Events of Default section below.
III - Repayment
1. the Borrower shall promptly pay the Instalment on the Payment Day throughout the Loan Term
2. on the Final Payment Date any Outstanding Loan, Interest and/or Indebtedness will be repaid in full by the Borrower
3. should any Event of Default occur any Outstanding Loan, Interest and/or Indebtedness will become payable by the Borrower immediately
4. the Outstanding Loan, Interest and any Indebtedness shall be paid without deduction or set off in pounds sterling to such account or accounts as may be specified by the Lender
5. should any right to repayment be waived the Outstanding Loan, Interest and all Indebtedness shall be immediately payable upon service of a written demand, or a further written demand by the Lender
IV - Application of Payments
all payments made by the Borrower will be applied to the Outstanding Loan, Interest and Indebtedness in the following order:
a). towards any Indebtedness
b). towards the Outstanding Loan
c). as a prepayment towards the Outstanding Loan
V - Events of Default
1. The Lender shall be entitled at any time after the occurrence of an Event of Default by notice in writing to the Borrower to declare that the Outstanding Loan, any Interest and the Indebtedness has become immediately due and payable whereupon the same shall become immediately due and payable and the Borrower shall immediately pay the same to the Lender
2. An Event of Default occurs if:
a). the Borrower suffers a change of control without the prior written consent of the Lender or is the subject of any trade sale, flotation or refinancing; and "change of control" means any event in which either:
i). more than fifty one percent (51%) of the voting power of the Borrower vests with a company other than a subsidiary of the Borrower by equity purchase, contract or otherwise
ii). a company other than a subsidiary of the Borrower acquires the right to direct more than fifty one percent (51%) of the voting rights in the Borrower
b). if the Borrower issues, allots, buys back or redeems any shares in its capital, makes any changes to its memorandum and articles of association or alters any rights attaching to the issued shares without the prior notification or approval in writing of the Lender
c). any event occurs which with the giving of notice and/or lapse of time and/or making of a determination would constitute an Event of Default
d). a petition is presented or a resolution is passed for winding up the Borrower
e). the Borrower fails to perform and observe any of its undertakings or obligations under this Agreement
f). the Borrower fails to make any payment due under this Agreement on the due date
g). a material adverse change occurs in the opinion of the Lender in the assets, financial condition, results of operations, prospects or business or affairs of the Borrower
h). any representation or warranty made by the Borrower pursuant to this Agreement or any statement delivered or made pursuant to it is incorrect
i). in the reasonable opinion of the Lender the business or operations of the Borrower are not being responsibly or efficiently conducted or the financial or other information provided to the Lender concerning the business or affairs of the Borrower is unsatisfactory
j). any encumbrancer takes possession of or a receiver, administrative receiver or administrator is appointed in respect of all or a substantial part of the undertaking, property and assets of the Borrower or circumstances arise which entitle any person to make such appointment or a petition is presented for an administration order or a winding up order in respect of the Borrower
k). the Borrower is unable to pay its debts within the meaning of section 123(1)(a)of the Insolvency Act 1986 (or any statutory re-enactment thereof)
l). a proposal for a voluntary arrangement is made to the Borrower and its creditors pursuant to section 1of the Insolvency Act 1986 (or any statutory modification or re-enactment thereof)
m). documents are filed for the appointment of an administrator of the Borrower or notice of intention to appoint an administrator is given by the Borrower or its directors or by a qualifying floating charge holder (as defined by paragraph 14 of Schedule B1 of the Insolvency Act 1988)
n). any other indebtedness of the Borrower is not paid when due or becomes due or capable of being declared due prior to its stated date of payment
3. In the event that the Loan shall be declared immediately due and payable as stated above, the Borrower will reimburse the Lender for all losses and expenses incurred by the Lender as a consequence of the Event of Default such sums being added to the Indebtedness. The certificate of the Lender as to the amount of such losses and expenses shall, in the absence of manifest error, be conclusive
VI - Deduction, Counterclaim and Set-Off
all sums payable under this Agreement will be paid in full without set-off, counterclaim or deduction for any claims or other payments made by the Borrower other than in accordance with this Agreement
VII - Default Interest
1. should any sums due in accordance with this Agreement are unpaid, or delayed, interest will accrue on them daily at the rate of 6% per year until such sums are repaid either prior to or following any judgment of a court
2. such interest on unpaid sums will be added to and become a part of the Indebtedness
VIII - Prepayment
the Borrower may prepay the whole or any part of the Loan at any time
IX Fees and Expenses
1. all costs, fees, and expenses (including legal fees and expenses, and in each case VAT thereupon) relating to the preparation, negotiation and execution of this Agreement shall be payable on demand on a full indemnity basis by the Borrower to the Lender, and added to the Indebtedness if not so paid
2. all costs, fees, and expenses (including legal fees and expenses, and in each case VAT thereupon) incurred by the Lender in connection with preserving or enforcing or attempting to preserve or enforce any of the Lender's rights under this Agreement shall be payable on demand on a full indemnity basis by the Borrower to the Lender, and added to the Indebtedness if not so paid
X - Representations and Warranties
1. the Borrower acknowledges, represents and warrants to the Lender as follows:
a). it is a company duly incorporated and validly existing under the laws of England and Wales
b). it has power to own its assets and conduct its business as it is now being conducted together with the power to sign and deliver this Agreement and to exercise its rights and perform its obligations under this Agreement
c). the signature and delivery of this Agreement on its behalf and its exercise of rights and performance of obligations under this Agreement are not prohibited by law, regulation or order or by its constitutional documents; do not require any approval, filing, registration or exemption; and are not prohibited by, and do not constitute an event of default under, and do not result in an obligation to create security under, any document or arrangement to which it is a party
d). the execution on behalf of the Borrower of the Agreement or form of acceptance endorsed on this Agreement has been validly authorised and the obligations expressed as being assumed by the Borrower under this Agreement constitute valid, legal, binding and enforceable obligations of the Borrower enforceable against the Borrower in accordance with their terms
e). neither the execution and delivery of this Agreement or the form of acceptance endorsed on this Agreement by the Borrower nor the performance or observance of any of its obligations under this Agreement will
i). conflict with, or result in any breach of any law, statute, regulation, indenture, mortgage trust deed, agreement, constitutional documents, or other instrument, arrangement, obligation or duty by which the Borrower is bound
ii). cause any limitation on any of the powers whatsoever of the Borrower howsoever imposed, or on the right or ability of the directors of the Borrower to exercise such powers, to be exceeded
f). the Borrower is not aware of any default under any law, statute, regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement, obligation or duty by which it is bound
g). no litigation or administrative or arbitration proceeding before or of any court, governmental authority or arbitrator is presently taking place, pending or (to the best of the knowledge, information and belief of the Borrower) threatened against or against any of the assets of the Borrower which might have a material adverse effect on their business, assets, condition or operations or might adversely affect its ability to perform its obligations under this Agreement
h). the Borrower is validly existing and in good standing and has obtained all licences, permissions and consents required for the carrying on of its business in all relevant jurisdictions and the Borrower has complied with all conditions attaching to such licences, permissions and consents as are in the name of the Borrower
i). Ranking of Obligations: its obligations under this Agreement rank at least above all its other present and future unsecured and unsubordinated obligations subject to certain categories of its other obligations which will, however, be preferred in a liquidation by virtue of mandatory provisions of statute
j). the borrowing of the full amount available under this Agreement will not cause any limitation on the powers to borrow of it or its directors to be exceeded
k). all information supplied by it to the Lender in connection with this Agreement is true, accurate and complete in all material respects. It is not aware of any material facts or circumstances which have not been disclosed to the Lender which might, if disclosed, adversely affect the decision of a person considering whether or not to lend to the Borrower
l). no termination event or potential termination event being an Event of Default has occurred and remains unremedied or unwaived
m). it is not aware of any breach of any law, regulation, agreement or arrangement applicable to it or any of its assets
n). it will comply and ensure that any of its subsidiaries comply with all applicable laws and regulations and the terms of all permits, authorisations and licences (including, amongst all other matters, all laws, regulations, permits, authorisations and licences relating to intellectual property matters)
XI - Undertakings
1. the Borrower agrees to be bound by the following undertakings and shall:
a). give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or other event which, with the giving of notice and/or lapse of time and/or upon the Lender making the relevant determination, would constitute an Event of Default
b). for so long as the Loan and Indebtedness remains owing to keep the Lender fully and promptly informed to such extent and in such form as the Lender may from time to time require with particulars of any matter which is relevant to this Agreement or the Borrower adherence to this Agreement
c). not, without the prior written consent of the Lender and whether by a single transaction or by a series of transactions (related or not) sell, transfer, lend or otherwise dispose of (in any such case otherwise than in the ordinary course of trading) the whole or any substantial part of its business or assets or make any change in the nature of the business of the Borrower for the time being and from time to time
d). settle the debts incurred by it in the ordinary course of the business, including (without limitation) trade creditors
e). conduct and carry on its business in a proper, efficient and businesslike manner and not make any substantial alteration in the nature of or mode of conduct of that business and keep or cause to be kept proper books of accounts relating to such business
XII - Service of Demands and Notices
1. any notice or service to the Lender or Borrower under this Agreement shall be addressed and delivered to the Lender or Borrower at the relevant address stated above
2. 522 222882 25 8222528852822 52525 2588 825222222 85588 82 28822 82 28582 88588 2522585 2282, 22588 555528825 22 252 52828522 25522.
3. any notice or communication notice shall be deemed to have been given:
i). if left at the relevant address on the day it was so left
ii). if sent by first class prepaid post, two (2) week days after the time when the demand was put in the post (and in proving delivery it shall be sufficient to prove that the same was properly addressed and put in the post)
except if receipt is not on a Business Day, in which case the next following Business Day
XIII - Entitlement to Statement of Account
the Borrower shall be entitled on request to a statement of account from the Lender showing the total of the Outstanding Loan, Interest and Indebtedness at the date of request, together with a schedule of any payments previously made and the level of Outstanding Debt, Interest and Indebtedness at the date of each payment
XIV - Assignment
1. the Borrower may not assign, charge, mortgage, transfer or otherwise encumber or deal in any manner with any of its rights or obligations under this Agreement without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed).
2. the Lender may assign or transfer any of its rights or obligations (in whole or part) under this Agreement with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
XV - Joint and Several Liability
where any party comprises more than one person the obligations and liabilities of that party under this agreement shall be the joint and several obligations of those persons.
XVI - Severability
each of the provisions of this agreement is severable and distinct from the others, and if at any time one or more provisions is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions is not to be affected or impaired in any way
XVII - Waiver
no failure or delay by the Lender in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. No waiver, compromise agreement, or other dealing with one person jointly and severally liable shall affect or reduce the liability of any other such person
XVIII - Cumulative Remedies
the rights and remedies provided by this Agreement are cumulative and not exclusive of any rights or remedies provided by law
XIX - 8222282
2588 825222222 85588 82 8825822 5222 525 225552 22 252 8222282 22 2585 25522 22 2588 825222222, 525 25285 8588288258 525 225282225 25528225228 525 5888228
XX - 8222522228
2588 825222222 252 2282 82 5222525 25 22582825 282525 82 2552 25 82 85282, 82 2552525 525222222 82 8582822 525 882225 82 588 2552828 22 2588 825222222
XXI - 258
2588 825222222 525 252 82225582 5588822 252 22 2588 825222222 85588 82 22825225 82 525 822825525 82 588 52822828 82 5882555282 8825 252 8588 22 5228525 525 25828. 552 2552828 858282 22 252 258858882 255885882822 22 252 5228885 525 22885 825528
Signed by the following parties:
Borrower
Signed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Lender
Signed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
This Agreement is a legally binding document. Both parties to his agreement should read it carefully and ensure that it includes everything each party has deemed necessary and nothing that either party is not prepared to agree. Where any party is unsure of their obligations and responsibilities under this Agreement then they are advised to seek independent legal advice before signing.
Loan Agreement (England and Wales only)
BETWEEN:
________ whose registered office is at:
________
incorporated in England and Wales with company registration number ________
(hereafter "the Lender")
AND
________ whose registered office is at:
________
incorporated in England and Wales with company registration number ________
(hereafter "the Borrower")
DATED: ________
IN CONSIDERATION of the Lender advancing the Loan Amount to the Borrower as a loan, and the Borrower having agreed to act and make payment to the Lender in accordance with this Agreement, it is agreed that:
I - Interpretation
1. this Agreement and any documents referred to in it represents the entire agreement between the parties in relation to the Loan and supersedes all previous offers, agreements and/or understanding whether written or oral relating to the subject matter hereof
2. each of the parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement
3. nothing in this agreement shall operate to limit or exclude any liability for fraud
4. In this Agreement
a). the words "include", "includes" and "including" are deemed to be followed by the words 'without limitation'
b). the word "liability" includes all costs, loss, damage, expenses and claims incurred or suffered by the relevant party
c). words introduced by the word 'other' do not have restrictive meaning even where preceded by words indicating or referring to a particular class of acts, things or matters
5. In this Agreement unless otherwise specified:
a). a reference to one gender shall include a reference to the other gender
b). a reference to the plural is a reference to the singular and vice versa
c). headings are inserted for the convenience of the parties and shall not be considered in the interpretation of this agreement
d). reference to clauses is a reference to a clause under this Agreement
e). a reference to legislation is a reference to all legislation having effect in England and Wales at any time during the Term, including directives, decisions and regulations of the Council or Commission of the European Union, Acts of Parliament, orders, regulations, consents, licenses, notices, and bye laws made or granted under any Act of Parliament or directive, decision or regulation of the Council or Commission of the European Union, or made or granted by a local authority or by a court of competent jurisdiction and any approved codes of practice issued by a statutory body; and
f). a reference to particular legislation is a reference to that legislation as amended, consolidated or re-enacted from time to time and all subordinate legislation made under it from time to time, as such is in force at the present time.
II - Definitions
The following definitions will apply throughout this Agreement:
1. The Commencement Date
means the ________.
2. Business Day
means a day (other than Saturday and Sunday) on which banks are open for normal banking.
3. The Loan
means the loan arrangement created under this Agreement.
4. The Loan Amount
means the Loan Amount advanced by the Lender to the Borrower is £________ (________).
5. Indebtedness
means any outstanding payable sums, unpaid interest and any outstanding charges incurred by the Borrower and owed to the Lender in accordance with this Agreement.
6. The Outstanding Loan
means the amount of the Loan Amount that remains unpaid and owing to the Lender after any sums paid by the Borrower and applied towards the Loan Amount have been taken into account.
7. The Interest Rate
no interest is payable on this loan.
8. The Loan Term
means the term of the Loan which will be ________ calendar months.
9. The Repayment Date
means the date falling exactly ________ calendar months from the commencement of this Agreement.
10. The Instalment
the sum of £________
11. Payment Day
means the first Payment Day which will fall one calendar month from the commencement of this Agreement and every month thereafter on the same day of each calendar month, that being the same day of each month as the day of the month on which this Agreement commences. If a month doesn't have the same day of the month as that on which this Agreement commences, the Payment Day for that month only will be the last day of that calendar month, for example:
if this Agreement were to commence on 13th December, the Instalment would be payable on the 13th of each month but if this Agreement were to commence on 30th December, the Instalment would be payable on the 30th of every month, except for February when the Instalment would be payable on 28 February.
12. Final Payment Day
means the Final Payment Day which will fall exactly ________ calendar months from the Commencement Date.
13. Event of Default
means any event set out in the Events of Default section below.
III - Repayment
1. the Borrower shall promptly pay the Instalment on the Payment Day throughout the Loan Term
2. on the Final Payment Date any Outstanding Loan, Interest and/or Indebtedness will be repaid in full by the Borrower
3. should any Event of Default occur any Outstanding Loan, Interest and/or Indebtedness will become payable by the Borrower immediately
4. the Outstanding Loan, Interest and any Indebtedness shall be paid without deduction or set off in pounds sterling to such account or accounts as may be specified by the Lender
5. should any right to repayment be waived the Outstanding Loan, Interest and all Indebtedness shall be immediately payable upon service of a written demand, or a further written demand by the Lender
IV - Application of Payments
all payments made by the Borrower will be applied to the Outstanding Loan, Interest and Indebtedness in the following order:
a). towards any Indebtedness
b). towards the Outstanding Loan
c). as a prepayment towards the Outstanding Loan
V - Events of Default
1. The Lender shall be entitled at any time after the occurrence of an Event of Default by notice in writing to the Borrower to declare that the Outstanding Loan, any Interest and the Indebtedness has become immediately due and payable whereupon the same shall become immediately due and payable and the Borrower shall immediately pay the same to the Lender
2. An Event of Default occurs if:
a). the Borrower suffers a change of control without the prior written consent of the Lender or is the subject of any trade sale, flotation or refinancing; and "change of control" means any event in which either:
i). more than fifty one percent (51%) of the voting power of the Borrower vests with a company other than a subsidiary of the Borrower by equity purchase, contract or otherwise
ii). a company other than a subsidiary of the Borrower acquires the right to direct more than fifty one percent (51%) of the voting rights in the Borrower
b). if the Borrower issues, allots, buys back or redeems any shares in its capital, makes any changes to its memorandum and articles of association or alters any rights attaching to the issued shares without the prior notification or approval in writing of the Lender
c). any event occurs which with the giving of notice and/or lapse of time and/or making of a determination would constitute an Event of Default
d). a petition is presented or a resolution is passed for winding up the Borrower
e). the Borrower fails to perform and observe any of its undertakings or obligations under this Agreement
f). the Borrower fails to make any payment due under this Agreement on the due date
g). a material adverse change occurs in the opinion of the Lender in the assets, financial condition, results of operations, prospects or business or affairs of the Borrower
h). any representation or warranty made by the Borrower pursuant to this Agreement or any statement delivered or made pursuant to it is incorrect
i). in the reasonable opinion of the Lender the business or operations of the Borrower are not being responsibly or efficiently conducted or the financial or other information provided to the Lender concerning the business or affairs of the Borrower is unsatisfactory
j). any encumbrancer takes possession of or a receiver, administrative receiver or administrator is appointed in respect of all or a substantial part of the undertaking, property and assets of the Borrower or circumstances arise which entitle any person to make such appointment or a petition is presented for an administration order or a winding up order in respect of the Borrower
k). the Borrower is unable to pay its debts within the meaning of section 123(1)(a)of the Insolvency Act 1986 (or any statutory re-enactment thereof)
l). a proposal for a voluntary arrangement is made to the Borrower and its creditors pursuant to section 1of the Insolvency Act 1986 (or any statutory modification or re-enactment thereof)
m). documents are filed for the appointment of an administrator of the Borrower or notice of intention to appoint an administrator is given by the Borrower or its directors or by a qualifying floating charge holder (as defined by paragraph 14 of Schedule B1 of the Insolvency Act 1988)
n). any other indebtedness of the Borrower is not paid when due or becomes due or capable of being declared due prior to its stated date of payment
3. In the event that the Loan shall be declared immediately due and payable as stated above, the Borrower will reimburse the Lender for all losses and expenses incurred by the Lender as a consequence of the Event of Default such sums being added to the Indebtedness. The certificate of the Lender as to the amount of such losses and expenses shall, in the absence of manifest error, be conclusive
VI - Deduction, Counterclaim and Set-Off
all sums payable under this Agreement will be paid in full without set-off, counterclaim or deduction for any claims or other payments made by the Borrower other than in accordance with this Agreement
VII - Default Interest
1. should any sums due in accordance with this Agreement are unpaid, or delayed, interest will accrue on them daily at the rate of 6% per year until such sums are repaid either prior to or following any judgment of a court
2. such interest on unpaid sums will be added to and become a part of the Indebtedness
VIII - Prepayment
the Borrower may prepay the whole or any part of the Loan at any time
IX Fees and Expenses
1. all costs, fees, and expenses (including legal fees and expenses, and in each case VAT thereupon) relating to the preparation, negotiation and execution of this Agreement shall be payable on demand on a full indemnity basis by the Borrower to the Lender, and added to the Indebtedness if not so paid
2. all costs, fees, and expenses (including legal fees and expenses, and in each case VAT thereupon) incurred by the Lender in connection with preserving or enforcing or attempting to preserve or enforce any of the Lender's rights under this Agreement shall be payable on demand on a full indemnity basis by the Borrower to the Lender, and added to the Indebtedness if not so paid
X - Representations and Warranties
1. the Borrower acknowledges, represents and warrants to the Lender as follows:
a). it is a company duly incorporated and validly existing under the laws of England and Wales
b). it has power to own its assets and conduct its business as it is now being conducted together with the power to sign and deliver this Agreement and to exercise its rights and perform its obligations under this Agreement
c). the signature and delivery of this Agreement on its behalf and its exercise of rights and performance of obligations under this Agreement are not prohibited by law, regulation or order or by its constitutional documents; do not require any approval, filing, registration or exemption; and are not prohibited by, and do not constitute an event of default under, and do not result in an obligation to create security under, any document or arrangement to which it is a party
d). the execution on behalf of the Borrower of the Agreement or form of acceptance endorsed on this Agreement has been validly authorised and the obligations expressed as being assumed by the Borrower under this Agreement constitute valid, legal, binding and enforceable obligations of the Borrower enforceable against the Borrower in accordance with their terms
e). neither the execution and delivery of this Agreement or the form of acceptance endorsed on this Agreement by the Borrower nor the performance or observance of any of its obligations under this Agreement will
i). conflict with, or result in any breach of any law, statute, regulation, indenture, mortgage trust deed, agreement, constitutional documents, or other instrument, arrangement, obligation or duty by which the Borrower is bound
ii). cause any limitation on any of the powers whatsoever of the Borrower howsoever imposed, or on the right or ability of the directors of the Borrower to exercise such powers, to be exceeded
f). the Borrower is not aware of any default under any law, statute, regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement, obligation or duty by which it is bound
g). no litigation or administrative or arbitration proceeding before or of any court, governmental authority or arbitrator is presently taking place, pending or (to the best of the knowledge, information and belief of the Borrower) threatened against or against any of the assets of the Borrower which might have a material adverse effect on their business, assets, condition or operations or might adversely affect its ability to perform its obligations under this Agreement
h). the Borrower is validly existing and in good standing and has obtained all licences, permissions and consents required for the carrying on of its business in all relevant jurisdictions and the Borrower has complied with all conditions attaching to such licences, permissions and consents as are in the name of the Borrower
i). Ranking of Obligations: its obligations under this Agreement rank at least above all its other present and future unsecured and unsubordinated obligations subject to certain categories of its other obligations which will, however, be preferred in a liquidation by virtue of mandatory provisions of statute
j). the borrowing of the full amount available under this Agreement will not cause any limitation on the powers to borrow of it or its directors to be exceeded
k). all information supplied by it to the Lender in connection with this Agreement is true, accurate and complete in all material respects. It is not aware of any material facts or circumstances which have not been disclosed to the Lender which might, if disclosed, adversely affect the decision of a person considering whether or not to lend to the Borrower
l). no termination event or potential termination event being an Event of Default has occurred and remains unremedied or unwaived
m). it is not aware of any breach of any law, regulation, agreement or arrangement applicable to it or any of its assets
n). it will comply and ensure that any of its subsidiaries comply with all applicable laws and regulations and the terms of all permits, authorisations and licences (including, amongst all other matters, all laws, regulations, permits, authorisations and licences relating to intellectual property matters)
XI - Undertakings
1. the Borrower agrees to be bound by the following undertakings and shall:
a). give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or other event which, with the giving of notice and/or lapse of time and/or upon the Lender making the relevant determination, would constitute an Event of Default
b). for so long as the Loan and Indebtedness remains owing to keep the Lender fully and promptly informed to such extent and in such form as the Lender may from time to time require with particulars of any matter which is relevant to this Agreement or the Borrower adherence to this Agreement
c). not, without the prior written consent of the Lender and whether by a single transaction or by a series of transactions (related or not) sell, transfer, lend or otherwise dispose of (in any such case otherwise than in the ordinary course of trading) the whole or any substantial part of its business or assets or make any change in the nature of the business of the Borrower for the time being and from time to time
d). settle the debts incurred by it in the ordinary course of the business, including (without limitation) trade creditors
e). conduct and carry on its business in a proper, efficient and businesslike manner and not make any substantial alteration in the nature of or mode of conduct of that business and keep or cause to be kept proper books of accounts relating to such business
XII - Service of Demands and Notices
1. any notice or service to the Lender or Borrower under this Agreement shall be addressed and delivered to the Lender or Borrower at the relevant address stated above
2. 522 222882 25 8222528852822 52525 2588 825222222 85588 82 28822 82 28582 88588 2522585 2282, 22588 555528825 22 252 52828522 25522.
3. any notice or communication notice shall be deemed to have been given:
i). if left at the relevant address on the day it was so left
ii). if sent by first class prepaid post, two (2) week days after the time when the demand was put in the post (and in proving delivery it shall be sufficient to prove that the same was properly addressed and put in the post)
except if receipt is not on a Business Day, in which case the next following Business Day
XIII - Entitlement to Statement of Account
the Borrower shall be entitled on request to a statement of account from the Lender showing the total of the Outstanding Loan, Interest and Indebtedness at the date of request, together with a schedule of any payments previously made and the level of Outstanding Debt, Interest and Indebtedness at the date of each payment
XIV - Assignment
1. the Borrower may not assign, charge, mortgage, transfer or otherwise encumber or deal in any manner with any of its rights or obligations under this Agreement without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed).
2. the Lender may assign or transfer any of its rights or obligations (in whole or part) under this Agreement with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
XV - Joint and Several Liability
where any party comprises more than one person the obligations and liabilities of that party under this agreement shall be the joint and several obligations of those persons.
XVI - Severability
each of the provisions of this agreement is severable and distinct from the others, and if at any time one or more provisions is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions is not to be affected or impaired in any way
XVII - Waiver
no failure or delay by the Lender in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. No waiver, compromise agreement, or other dealing with one person jointly and severally liable shall affect or reduce the liability of any other such person
XVIII - Cumulative Remedies
the rights and remedies provided by this Agreement are cumulative and not exclusive of any rights or remedies provided by law
XIX - 8222282
2588 825222222 85588 82 8825822 5222 525 225552 22 252 8222282 22 2585 25522 22 2588 825222222, 525 25285 8588288258 525 225282225 25528225228 525 5888228
XX - 8222522228
2588 825222222 252 2282 82 5222525 25 22582825 282525 82 2552 25 82 85282, 82 2552525 525222222 82 8582822 525 882225 82 588 2552828 22 2588 825222222
XXI - 258
2588 825222222 525 252 82225582 5588822 252 22 2588 825222222 85588 82 22825225 82 525 822825525 82 588 52822828 82 5882555282 8825 252 8588 22 5228525 525 25828. 552 2552828 858282 22 252 258858882 255885882822 22 252 5228885 525 22885 825528
Signed by the following parties:
Borrower
Signed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Lender
Signed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Witness
Signature.....................
Name:
Date:
Address:
Answer the question, then click on "Next".
The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc.
At the end, you will immediately receive the document in Word and PDF formats. You can then open the Word document to modify it and reuse it however you wish.
You will also have the option of requesting assistance from a lawyer.
