LOAN AGREEMENT
(Alberta)
This loan agreement (the "Agreement") is dated _________________________ and is between:
________, an Alberta corporation, having an address at:
________
(hereinafter the "Borrower"); and
________, an Alberta corporation, having an address at:
________
(hereinafter the "Lender"),
(each of them a "Party", and collectively, the "Parties").
WHEREAS the borrower wishes to borrow a certain amount of money from the lender;
AND WHEREAS the lender agrees to loan monies to the borrower, and the parties wish to specify the terms and conditions of such a loan;
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:
1. Definitions
In this agreement the following terms are defined as follows:
"Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in the nation, province or territory.
"Commencement Date" means the earlier of the execution date of this agreement by the parties or the date that the loan principal is advanced to the borrower.
"Loan Principal" means the amount provided by the lender at the direction of the borrower in the amount of $________ (________).
"Material Adverse Change" means any change in circumstances of the borrower the party knows, or should know, that will materially affect its capacity to perform its obligations under this agreement.
"Outstanding Amount" means the total of the loan principal together with any interest accrued, costs, and any other amounts owing to the lender under this agreement.
"Repayment Date" means the date on which the last instalment falls due for payment being a date falling ________ calendar week after the commencement date of this agreement or such other date as the lender and borrower agree in writing.
2. The Loan
The lender hereby agrees to advance $________ to the borrower on the terms of this agreement.
3. Interest and Repayment
(a) The borrower shall repay the loan on the repayment date. No interest will be payable in relation to the loan principal.
(b) The borrower shall make payment of fixed weekly instalments, each calendar week, for the period of ________ (________) weeks. Each instalment will be in the amount of $________.
(c) The borrower may repay the whole of the loan balance then outstanding at any time upon providing notice of its intention to do so to the other parties and receiving the consent of the lender to such early repayment.
(d) Any payment made by the borrower shall be applied by the lender in the following order:
(I) first, towards the payment of any accrued interest;
(II) secondly, towards any costs, expenses or fees accrued in relation to this Agreement;
(III) thirdly, towards the loan principal; and
(IV) fourthly, as a prepayment towards future payments due in accordance with this agreement.
e) The lender will accept the following forms of payment:
________
4. Borrower Undertakings
The borrower provides the following undertakings to the lender:
(a) that the loan principal shall be applied solely to the following purpose, referred to hereinafter as the "Approved Purpose":
________
(b) to make no counterclaim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and
(c) to provide notice to the lender of any event of default or material adverse change.
5. Events of Default
(a) Each of the following events will constitute an event of default:
(I) failure by the borrower to comply with any of the covenants or obligations express or implied in this agreement;
(II) failure by the borrower in due and punctual payment of any monies under this Agreement;
(III) the borrower, being a trustee at the commencement date of this Agreement, ceases to be the trustee;
(IV) the borrower being a corporation at the commencement date of this Agreement goes into liquidation or experiences a material adverse change;
(V) the borrower being a natural person at the commencement date of this Agreement becomes bankrupt, subject to a debt agreement or personal insolvency agreement;
(VI) where the lender reasonably believe that the loan principal has been applied by the borrower to some purpose other than the approved purpose;
(VII) the borrower breaches any law regulation, judgment, or administrative decision or decree, in circumstances where the lender reasonably believes that breach will have an adverse effect on the borrower's ability to meet its obligations under this agreement.
(b) In the event that any one or more events of default shall occur, the lender may, by notice in writing, require the borrower to immediately repay the loan and any accrued interest.
6. Cost and Expenses
Except as set out in section "Guarantee and Indemnity" each party is responsible for all costs and expenses (including legal fees) that it incurs in connection with the preparation, negotiation, execution, and delivery of this agreement and any other document entered into or delivered under this agreement.
7. Notices and Communication
(a) Any notice or communication sought to be made in relation to this agreement must be in writing and delivered to the address specified as the address of the relevant party by one of the following methods:
(I) by personal delivery;
(II) by ordinary or registered post.
(b) The service of any notice or communication shall be taken as effective:
(I) in the case of personal delivery, upon the relevant party's receipt of it; or
(II) in the case of delivery by ordinary or registered post, the earlier of the relevant party's receipt of it and the third business day after mailing it.
(c) A notice in writing from the lender and signed by an authorized representative shall constitute prima facie proof of the outstanding amount and any other costs or fees payable by the borrower.
8. Waiver
The exercise of any right or power under this agreement may be exercised at the discretion of the party to which the benefit of that right or power accrues. The failure to exercise or delay in exercising any right or remedy shall not prevent its exercise. Nor shall a partial exercise of any right or power prevent a further exercise of that right or power.
9. Amendments
No amendment to this document shall be valid unless in writing and validly executed by the parties.
10. No Assignment
This agreement will be binding upon the parties' respective successors and lawful assigns, provided that a party may only assign its rights or obligations under this agreement with the written consent of the other party.
11. Agency
Nothing in this agreement shall be read as constituting or creating any partnership, joint venture or similar relationship between the parties.
12. Severability
In the event any provision of this agreement is held to be invalid, illegal, or unenforceable for any reason, the parties agree that such provision shall be deemed to be struck and the remainder of the Agreement shall be enforced as if the provisions were never included in the Agreement.
13. 825222525528
5588 525222222 252 82 25285225 82 825222525528, 2585 22 85885 82 25285225 8888 82 522225 22 82 52 25828258, 525 8585 825222525528 22222525 8228282522 222 525 252 8522 8282552222. 82888252 82 258882882 25 82 2828252288 255282888822 82 22525882 52852222 225252 (282) 22 52 25285225 82522252552 22 2588 525222222 88 58 222282882 58 52888252 22 52 2582825882 25285225 82522252552 22 2588 525222222.
14. Applicable laws
This agreement shall be governed by and construed exclusively in accordance with the laws of the province of Alberta, and the laws of Canada in effect in Alberta. For litigation arising from this agreement, the parties submit to the exclusive jurisdiction of the courts of Alberta, and to any other court having jurisdiction over the party solely to enforce a judgment of a court of Alberta. Neither party shall seek to enforce an order that has its origin in any court other than the courts of Alberta.
15. Language
The parties declare that they have requested and do hereby confirm their request that this agreement, and related documents, be in English.
16. Entire Agreement
This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
Parties are signing this agreement on the date stated in the introductory clause.BORROWER
________________________________________________
________
Represented by:
Title:
LENDER
________________________________________________
________
Represented by:
Title:
LOAN AGREEMENT
(Alberta)
This loan agreement (the "Agreement") is dated _________________________ and is between:
________, an Alberta corporation, having an address at:
________
(hereinafter the "Borrower"); and
________, an Alberta corporation, having an address at:
________
(hereinafter the "Lender"),
(each of them a "Party", and collectively, the "Parties").
WHEREAS the borrower wishes to borrow a certain amount of money from the lender;
AND WHEREAS the lender agrees to loan monies to the borrower, and the parties wish to specify the terms and conditions of such a loan;
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:
1. Definitions
In this agreement the following terms are defined as follows:
"Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in the nation, province or territory.
"Commencement Date" means the earlier of the execution date of this agreement by the parties or the date that the loan principal is advanced to the borrower.
"Loan Principal" means the amount provided by the lender at the direction of the borrower in the amount of $________ (________).
"Material Adverse Change" means any change in circumstances of the borrower the party knows, or should know, that will materially affect its capacity to perform its obligations under this agreement.
"Outstanding Amount" means the total of the loan principal together with any interest accrued, costs, and any other amounts owing to the lender under this agreement.
"Repayment Date" means the date on which the last instalment falls due for payment being a date falling ________ calendar week after the commencement date of this agreement or such other date as the lender and borrower agree in writing.
2. The Loan
The lender hereby agrees to advance $________ to the borrower on the terms of this agreement.
3. Interest and Repayment
(a) The borrower shall repay the loan on the repayment date. No interest will be payable in relation to the loan principal.
(b) The borrower shall make payment of fixed weekly instalments, each calendar week, for the period of ________ (________) weeks. Each instalment will be in the amount of $________.
(c) The borrower may repay the whole of the loan balance then outstanding at any time upon providing notice of its intention to do so to the other parties and receiving the consent of the lender to such early repayment.
(d) Any payment made by the borrower shall be applied by the lender in the following order:
(I) first, towards the payment of any accrued interest;
(II) secondly, towards any costs, expenses or fees accrued in relation to this Agreement;
(III) thirdly, towards the loan principal; and
(IV) fourthly, as a prepayment towards future payments due in accordance with this agreement.
e) The lender will accept the following forms of payment:
________
4. Borrower Undertakings
The borrower provides the following undertakings to the lender:
(a) that the loan principal shall be applied solely to the following purpose, referred to hereinafter as the "Approved Purpose":
________
(b) to make no counterclaim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and
(c) to provide notice to the lender of any event of default or material adverse change.
5. Events of Default
(a) Each of the following events will constitute an event of default:
(I) failure by the borrower to comply with any of the covenants or obligations express or implied in this agreement;
(II) failure by the borrower in due and punctual payment of any monies under this Agreement;
(III) the borrower, being a trustee at the commencement date of this Agreement, ceases to be the trustee;
(IV) the borrower being a corporation at the commencement date of this Agreement goes into liquidation or experiences a material adverse change;
(V) the borrower being a natural person at the commencement date of this Agreement becomes bankrupt, subject to a debt agreement or personal insolvency agreement;
(VI) where the lender reasonably believe that the loan principal has been applied by the borrower to some purpose other than the approved purpose;
(VII) the borrower breaches any law regulation, judgment, or administrative decision or decree, in circumstances where the lender reasonably believes that breach will have an adverse effect on the borrower's ability to meet its obligations under this agreement.
(b) In the event that any one or more events of default shall occur, the lender may, by notice in writing, require the borrower to immediately repay the loan and any accrued interest.
6. Cost and Expenses
Except as set out in section "Guarantee and Indemnity" each party is responsible for all costs and expenses (including legal fees) that it incurs in connection with the preparation, negotiation, execution, and delivery of this agreement and any other document entered into or delivered under this agreement.
7. Notices and Communication
(a) Any notice or communication sought to be made in relation to this agreement must be in writing and delivered to the address specified as the address of the relevant party by one of the following methods:
(I) by personal delivery;
(II) by ordinary or registered post.
(b) The service of any notice or communication shall be taken as effective:
(I) in the case of personal delivery, upon the relevant party's receipt of it; or
(II) in the case of delivery by ordinary or registered post, the earlier of the relevant party's receipt of it and the third business day after mailing it.
(c) A notice in writing from the lender and signed by an authorized representative shall constitute prima facie proof of the outstanding amount and any other costs or fees payable by the borrower.
8. Waiver
The exercise of any right or power under this agreement may be exercised at the discretion of the party to which the benefit of that right or power accrues. The failure to exercise or delay in exercising any right or remedy shall not prevent its exercise. Nor shall a partial exercise of any right or power prevent a further exercise of that right or power.
9. Amendments
No amendment to this document shall be valid unless in writing and validly executed by the parties.
10. No Assignment
This agreement will be binding upon the parties' respective successors and lawful assigns, provided that a party may only assign its rights or obligations under this agreement with the written consent of the other party.
11. Agency
Nothing in this agreement shall be read as constituting or creating any partnership, joint venture or similar relationship between the parties.
12. Severability
In the event any provision of this agreement is held to be invalid, illegal, or unenforceable for any reason, the parties agree that such provision shall be deemed to be struck and the remainder of the Agreement shall be enforced as if the provisions were never included in the Agreement.
13. 825222525528
5588 525222222 252 82 25285225 82 825222525528, 2585 22 85885 82 25285225 8888 82 522225 22 82 52 25828258, 525 8585 825222525528 22222525 8228282522 222 525 252 8522 8282552222. 82888252 82 258882882 25 82 2828252288 255282888822 82 22525882 52852222 225252 (282) 22 52 25285225 82522252552 22 2588 525222222 88 58 222282882 58 52888252 22 52 2582825882 25285225 82522252552 22 2588 525222222.
14. Applicable laws
This agreement shall be governed by and construed exclusively in accordance with the laws of the province of Alberta, and the laws of Canada in effect in Alberta. For litigation arising from this agreement, the parties submit to the exclusive jurisdiction of the courts of Alberta, and to any other court having jurisdiction over the party solely to enforce a judgment of a court of Alberta. Neither party shall seek to enforce an order that has its origin in any court other than the courts of Alberta.
15. Language
The parties declare that they have requested and do hereby confirm their request that this agreement, and related documents, be in English.
16. Entire Agreement
This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
Parties are signing this agreement on the date stated in the introductory clause.BORROWER
________________________________________________
________
Represented by:
Title:
LENDER
________________________________________________
________
Represented by:
Title:
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