LOAN AGREEMENT
BETWEEN
________
'the Lender'
AND
________
'the Borrower'
This Loan Agreement is executed on ________.
DEFINITIONS
1. 'the Principal' means the sum of money supplied to the Borrower by the Lender. It means ________ (________).
2. 'the Interest' means the cost charged by the Lender for the provision of the Loan. It amounts to ________ (________)% of the Principal charged per year (APR).
3. 'the Late Charge' means the fee applied to 'Late' payments of the Loan:________ (________).
4. 'Amendment Fee' means the charges born by the Borrower in the event the Loan Agreement must be modified as a result of an event of default.
5. 'the Loan Amount' means the total amount of money the Borrower will repay to the Lender over the course of the Loan Agreement, it is the sum of the Principal, Interest, Amendment Fees, Late Charges and any other fees lawfully accruing.
6. 'Loan Installment' means the amount of money owed on the Payment Date(s).
7. 'the Outstanding Loan' means the total amount of money owed by the Borrower under the Loan Agreement at any given time. It is the sum of the Principal, Interest, Late Charges, Amendment Fees and any other debts accrued through the performance of the Loan Agreement LESS sums already paid by the Borrower.
8. 'the Issue Date' means the date on which the Borrower receives the funds from the Lender: ________.
9. 'the Commencement Date' means the date on which the first installment of the Loan repayments falls due: ________.
10. 'the Payment Date' refers to the date(s) on which the designated installment of the loan repayment becomes immediately due and payable. The Payment Date is ________.
11. 'the Final Payment Date' refers to the date on which the final installment of the Loan Amount is due and payable, it is ________.
12. 'the Term' refers to the period of time over which the loan repayments will be advanced from the Borrower to the Lender, it begins with the Issue Date and concludes when the Loan Amount is completely paid off. The Term refers to the ________ (________) months.
13. 'Days' means business days.
14. 'The Parties' means the Borrower and the Lender.
15. Any words importing the singular shall import the plural, and words importing the plural shall import the singular. Where the Borrower and/or Lender denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them.
16. Any words importing the masculine gender shall import the feminine gender, and any words importing the feminine gender shall import the masculine gender.
17. This Agreement will be binding on and inure to the benefit of the Borrower's and the Lender's respective agents, heirs, executors, administrators and where permitted their respective assignees.
18. Any references to Irish or European legislation, including Directives, Regulations, Framework Decisions, statute or statutory instruments shall include any amendments, extensions or modification in force at the time of the signing of this Agreement.
(1). THE PARTIES
1.1. This Loan Agreement (hereinafter 'the Agreement') is executed on ________.
1.2. This Agreement is executed between:
________, a legal entity registered at the following address:
________
AND
________, a legal entity registered at the following address:
________
1.3. The Borrower and the Lender both intend and desire to enter into this Agreement whereby the Lender will furnish to the Borrower a sum of money (the Principal) to be repaid according to a payment plan and pursuant to the terms and conditions outlined in this Agreement.
1.4. Both the Borrower and the Lender undertake to be bound by this Agreement and acknowledge it is a legally binding, enforceable document.
(2). PURPOSE
2.1. The Principal is furnished for the single and exclusive purpose of facilitating the Borrower purchasing property.
2.2. The Principal shall not be directed to funding any other purpose than that here described without the prior consent of the Lender.
2.3. In the event the Borrower seeks to employ the Principal for other purposes, this Loan Agreement must be modified in the manner prescribed below.
2.4. Should the Borrower apply the Principal to any other purpose other than that prescribed, or reasonably arising in performance of the purpose and without first acquiring the consent of the Lender, this shall constitute a material breach on which basis the Loan Agreement may be terminated at the behest of the Lender.
(3). LOAN AMOUNT
3.1. The Lender undertakes to loan ________ (________) to the Borrower.
3.2. The Principal will be issued and made available to the Borrower, on the following date: ________ (Issue Date).
3.3. The Principal is subject to an annual interest rate charge of ________ (________)% (the Interest).
(4). LOAN REPAYMENT
4.1. The Borrower undertakes to repay the Principal at the annual interest of ________ (________)%,any Late Charges which accrue and any Amendment Fee imposed pursuant to this Agreement.
4.2. The Loan Amount will be repaid by the Borrower in a single lump sum payment on the following date: ________.
4.3. The Term of the Loan is ________ (________) months.
4.4. The Term may be be extended in the event of default or through modification in the manner prescribed in the Article entitled "MODIFICATION".
4.5. In the event of a termination of the Agreement, the Outstanding Loan shall become immediately due and payable by the Borrower.
4.6. All payments made under this Agreement must be paid in full, no set off, counterclaim or deductions will be made in circumstances where the Borrower has paid other sums to the Lender in circumstances other than in the execution of this Loan Agreement.
(5). METHOD OF LOAN REPAYMENT
5.1. The Outstanding Loan will be repaid on or before the Payment Date by way of cheque to be sent to the following address:
________
5.2. It is incumbent upon the Lender to provide the Borrower notice of a change of address 7 (seven) days in advance of the forthcoming Payment Date in the event the address stated here is no occupied or controlled by the Lender. Where the Lender updates the Borrower of the new address to which cheques must be sent, the Borrower must henceforth forward cheques to that address.
(6). LATE FEES AND CHARGES
6.1. Repayment of the Loan Amount is considered 'Late' if made more than ________ (________) days after the Payment Date.
6.2. The Late Charge is ________ (________)
6. 3. The Late Charge will be applied in respect of every day the Loan Amount is 'Late' until the full payment of the Principaland Interest is made. Late Charges will cease to accrue when the Borrower furnishes sufficient sums to repay the Principaland Interest.
(7). EARLY REPAYMENT OF DEBT
7.1. The Borrower is not entitled to repay the Loan Amount in advance of the agreed schedule of repayments. The Borrower must repay the Loan Amount in accordance with the schedule defined in this Agreement.
(8). COLLATERAL
8.1. The Borrower pledges to the Lender the Borrower's right, title and interest in the following asset:
________
'the Collateral'
8.2. The Borrower enjoys good title to and the legal right to transfer ownership of the Collateral to the Lender.
8.3. In the event of default, as defined in the Article "DEFAULT", and where the Borrower has failed to cure the default, the Borrower must transfer complete ownership and possession of the Collateral to the Lender.
(9). MODIFICATION
9.1. This Agreement can be modified through the assent of the Borrower and the Lender.
9.2. The Party desirous of a change in the Loan Agreement should notify the other Party in writing indicating the proposed modification, outlining clearly any changes in the interest rates, payment schedule or method of payment.
9.3. The other Party can accept or reject this modification at their sole discretion, subject to the requirement that both Parties endeavor to act reasonably with a view to the effective execution of this Agreement.
9.4. The Party not requesting the modification shall have 30 (thirty) days from receipt of notice of the proposed modification to accept or reject the proposal.
9.5. Should the proposed modification be accepted, a written statement should be drawn up detailing the modification, when it shall take effect and the rights and duties of the respective Parties thereunder. This statement should be signed by the Borrower and Lender and annexed to the present Agreement.
9.6. Should the proposed modification be rejected, this Agreement shall subsist in its current form, and the interests, rights and obligations of the respective Parties will continue to have lawful effect.
(10). BORROWER'S WARRANTIES
10.1. The Borrower represents and warrants that they are the sole and legitimate owner of the Collateral and enjoy sufficient legal and equitable interest therein to grant a security interest in the collateral to the Lender.
10.2. The Borrower represents and warrants that the collateral is free of all liens and encumbrances and no third party has any claim thereto.
10.3. The Borrower represents and warrants that they are not currently subject to insolvency proceedings.
10.4. All legal and financial information provided is true and accurate.
10.5. The Borrower represents and warrants that entry into this Loan Agreement does not constitute a breach of any other contract or agreement.
10.6. The Borrower warrants that they are not currently subject to any ongoing, forthcoming or threatened litigation.
10.7. The Borrower agrees to give notice to the Lender of any adverse material change in their circumstances that may affect their ability to fulfil their obligations under this Loan Agreement.
10.8. The Borrower represents that they enjoy the legal capacity to enter into this Loan Agreement.
10.9. The Guarantor is not acting under any undue influence and has been encouraged to seek independent legal advice before submitting to this Loan Agreement.
(11). 88888258'5 88558588855
22.________. 552 82552825 525228 222 22 25522 2552525 82855822 82 5282282 22 252 588228 2825225 58 8288522558 25 82855822 52525 2588 825222222.
22.________. 552 82552825 525228 22 25585582 525 25 5285 85885 828555282 22 252 8288522558 22 25822582 828 255222 85852 52 82582 822222855522 8825 252 85282525822 2252 225 252 55552822 22 252 2252 825222222.
22.________. 552 82552825 525228 22 25822582 25285 588228.
22.________. 552 82552825 525228 22 222822 252 222525 82 252 28222 22 522 22528225882 5225582.
(12). DATA PROTECTION
12.1. Any data collected, controlled or process through the performance of this Agreement shall be done in accordance with the requirements of the General Data Protection Regulation 2016/679, the Data Protection Act and the ePrivacy Regulations, 2011.
12.2. In particular, the Parties will only ensure to:
a. only use the data for the specific purposes for which it was given;
b. refrain from collecting more data than is necessary for that purpose;
c. ensure the accuracy of data retained;
d. prevent unlawful or unauthorised processing of the data;
e. allow the data subject access to data;
f. only hold the data for as long as is necessary for the fulfilment of the purpose for which it was retained.
(13). DEFAULT
Event of Default:
The occurrence of any of the following constitutes an 'Event of Default':
13.1. The Borrower fails to pay the Loan Installment within 30 (thirty) days of the agreed Payment Date.
13.2. The Borrower suffers a change of control without attaining the prior written consent of the Lender.
13.3. The cessation of certain business activities without the prior written of the Lender, where the cessation of such activities could reasonably produce an adverse effect on the Borrower's material circumstances.
13.4. The disposal, transfer or sale by the Borrower of significant assets without the prior written consent of the Lender.
13.5. There is a change in the nature of the Borrower's business.
13.6. The Borrower enters into the process of compulsory or voluntary liquidation under the Companies Act 2014;
13.7. The Borrower enters into Examinership under the Companies Act 2014;
13.8. The Borrower enters into Receivership under the Companies Act 2014.
13.9. A resolution is passed to wind up the Borrower.
13.10. The Borrower fails to perform any obligation or observe any covenant under this Agreement and fails to cure this breach within 10 (ten) days of its occurrence.
13.11. Any representation or warranty made by the Borrower in connection with this Agreement proves to be false or misleading
Notice of Default:
13.12. If any circumstance constituting an Event of Default arises, the Lender must furnish the Borrower notice of default within 2 (two) days of the Lender becoming aware of the default.
13.13. Any notice of default must contain the following information:
a. The nature of the default;
b. The precise term or condition of this Loan Agreement that is breached or affected by the default;
c. The measures, if any, the Borrower can take to cure the default;
d. The timeline for curing the default, which should be no less than 14 (fourteen) days.
13.14. In the event of a default, the Lender will issue notice to the Borrower that the Outstanding Loan is immediately due and payable and measures must be swiftly undertaken to advance the Outstanding Loan.
13.15. The Lender is entitled to enforce the Collateral and dispose of it in the manner the see fit for the purposes of offsetting the Outstanding Loan.
13.16. In the event the market value of the Collateral is equal to the value of the Outstanding Loan, the unencumbered transfer of the Collateral to the Lender shall constitute full payment of the Outstanding Loan and a cessation of the Borrower's liability in respect of "LOAN REPAYMENT".
13.17. In the event the market value of the Collateral is less than that of the Outstanding Loan, the Borrower shall remain liable for the balance of the Outstanding Loan pursuant to the prescribed schedule for repayment, and Interest and Late Charges will continue to accrue in respect of that sum.
13.18. In the event the market value of the Collateral exceeds that of the Outstanding Loan, the surplus value shall be returned to the Borrower.
(14). TERMINATION
Automatic termination
14.1. This Agreement will terminate automatically when the Borrower successful discharges all of their financial obligations to the Lender such that the entire Loan Amount is repaid.
14.2. The Parties intend that the Agreement will terminate on ________.
Permitted Grounds for Termination
14.3. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies owing to the Parties under law, in the following circumstances:
14.1.1. By the Borrower, in the event the Lender commits a fundamental breach of this Agreement.
14.1.2. By the Lender, in the event of default where the default has not been cured within 30 (thirty) days and no modification has been agreed by the Parties.
14.1.3. By either Party in the event that it becomes apparent that the other Party to this Agreement is unable to meet its financial obligations under this Agreement. An inability to meet financial obligations is evidence by, inter alia:
a. Entering into the process of compulsory or voluntary liquidation under the Companies Act 2014;
b. Entering into Examinership under the Companies Act 2014;
c. Entering into Receivership under the Companies Act 2014.
14.4. By both Parties through mutual agreement.
Post Termination Rights
14.5. The Lender is entitled to pursue the Borrower for the Outstanding Loan using all remedies available to the Lender under law and equity.
14.6. The Borrower is entitled to pursue the Lender for damages suffered as a result of a material breach of this Agreement, using all remedies available under law and equity.
14.7. The following Articles will survive termination:
a. the Article entitled "NOTICES"
b. the Article entitled "REMEDIES";
c. the Article entitled "DATA PROTECTION";
d. the Article entitled "GOVERNING LAW".
(15). REMEDIES
The Parties are entitled to pursue all remedies in law and in equity to enforce their rights and, or entitlements under this Agreement, including but not limited to specific performance, injunctive relief and damages.
(16). WAIVER
16.1. The Lender may waive their entitlement to any right or remedy articulated in this Agreement by furnishing a written declaration that they are relinquishing that right or privilege.
16.2. No written declaration purporting to waive a right or entitlement under this Agreement shall be valid unless it expressly cites the specific term(s) or condition(s) the Lender is forgoing compliance with and duly signed by a person so authorised.
16.3. A failure by the Lender to exercise a right or remedy owed to them under this Agreement does not constitute an attempt or intention to relinquish that right or remedy.
16.4. Waiver by the Lender of a right or remedy in the event of a breach of any provision of this Agreement by the Borrower, does not constitute a waiver of that same right or remedy in respect of subsequent breaches by the Borrower.
(17). SEVERABILITY
17.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.
(18). NOTICES
18.1. Any notices, summons relating to this Agreement must be furnished in writing, and serviced to the other Party via:
- Hand delivery to the Parties named above or their authorised representatives;
- Registered post to the following addresses:
Lender's address:
________
Borrower's address:
________
- Via email to the following email addresses:
Borrower's email address:
________
Lender's email address:
________
18.2. Delivery of the communication will be deemed to have been delivered and received:
- 2 (two) business days after it is sent by registered post;
- Where it is delivered by hand and signed for the recipient;
- Where the email is sent during business hours, as soon as the email is sent;
- Where the email is sent outside of business hours, at the earliest commencement of business hours after the email is sent.
(19). ENTIRE AGREEMENT
19.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties.
19.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written communication, oral communication, discussions or understandings between the Parties.
19.3. There are no representations, warranties, conditions or terms affecting this Agreement other than those outlined herein.
(20). GOVERNING LAW
20.1. This Agreement is governed by the Laws of Ireland.
(21). DECLARATION AND SIGNATURE
_______________________________________
________,
________
signed on behalf of: ________
_____________________________________
________,
________
signed on behalf of: ________
LOAN AGREEMENT
BETWEEN
________
'the Lender'
AND
________
'the Borrower'
This Loan Agreement is executed on ________.
DEFINITIONS
1. 'the Principal' means the sum of money supplied to the Borrower by the Lender. It means ________ (________).
2. 'the Interest' means the cost charged by the Lender for the provision of the Loan. It amounts to ________ (________)% of the Principal charged per year (APR).
3. 'the Late Charge' means the fee applied to 'Late' payments of the Loan:________ (________).
4. 'Amendment Fee' means the charges born by the Borrower in the event the Loan Agreement must be modified as a result of an event of default.
5. 'the Loan Amount' means the total amount of money the Borrower will repay to the Lender over the course of the Loan Agreement, it is the sum of the Principal, Interest, Amendment Fees, Late Charges and any other fees lawfully accruing.
6. 'Loan Installment' means the amount of money owed on the Payment Date(s).
7. 'the Outstanding Loan' means the total amount of money owed by the Borrower under the Loan Agreement at any given time. It is the sum of the Principal, Interest, Late Charges, Amendment Fees and any other debts accrued through the performance of the Loan Agreement LESS sums already paid by the Borrower.
8. 'the Issue Date' means the date on which the Borrower receives the funds from the Lender: ________.
9. 'the Commencement Date' means the date on which the first installment of the Loan repayments falls due: ________.
10. 'the Payment Date' refers to the date(s) on which the designated installment of the loan repayment becomes immediately due and payable. The Payment Date is ________.
11. 'the Final Payment Date' refers to the date on which the final installment of the Loan Amount is due and payable, it is ________.
12. 'the Term' refers to the period of time over which the loan repayments will be advanced from the Borrower to the Lender, it begins with the Issue Date and concludes when the Loan Amount is completely paid off. The Term refers to the ________ (________) months.
13. 'Days' means business days.
14. 'The Parties' means the Borrower and the Lender.
15. Any words importing the singular shall import the plural, and words importing the plural shall import the singular. Where the Borrower and/or Lender denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them.
16. Any words importing the masculine gender shall import the feminine gender, and any words importing the feminine gender shall import the masculine gender.
17. This Agreement will be binding on and inure to the benefit of the Borrower's and the Lender's respective agents, heirs, executors, administrators and where permitted their respective assignees.
18. Any references to Irish or European legislation, including Directives, Regulations, Framework Decisions, statute or statutory instruments shall include any amendments, extensions or modification in force at the time of the signing of this Agreement.
(1). THE PARTIES
1.1. This Loan Agreement (hereinafter 'the Agreement') is executed on ________.
1.2. This Agreement is executed between:
________, a legal entity registered at the following address:
________
AND
________, a legal entity registered at the following address:
________
1.3. The Borrower and the Lender both intend and desire to enter into this Agreement whereby the Lender will furnish to the Borrower a sum of money (the Principal) to be repaid according to a payment plan and pursuant to the terms and conditions outlined in this Agreement.
1.4. Both the Borrower and the Lender undertake to be bound by this Agreement and acknowledge it is a legally binding, enforceable document.
(2). PURPOSE
2.1. The Principal is furnished for the single and exclusive purpose of facilitating the Borrower purchasing property.
2.2. The Principal shall not be directed to funding any other purpose than that here described without the prior consent of the Lender.
2.3. In the event the Borrower seeks to employ the Principal for other purposes, this Loan Agreement must be modified in the manner prescribed below.
2.4. Should the Borrower apply the Principal to any other purpose other than that prescribed, or reasonably arising in performance of the purpose and without first acquiring the consent of the Lender, this shall constitute a material breach on which basis the Loan Agreement may be terminated at the behest of the Lender.
(3). LOAN AMOUNT
3.1. The Lender undertakes to loan ________ (________) to the Borrower.
3.2. The Principal will be issued and made available to the Borrower, on the following date: ________ (Issue Date).
3.3. The Principal is subject to an annual interest rate charge of ________ (________)% (the Interest).
(4). LOAN REPAYMENT
4.1. The Borrower undertakes to repay the Principal at the annual interest of ________ (________)%,any Late Charges which accrue and any Amendment Fee imposed pursuant to this Agreement.
4.2. The Loan Amount will be repaid by the Borrower in a single lump sum payment on the following date: ________.
4.3. The Term of the Loan is ________ (________) months.
4.4. The Term may be be extended in the event of default or through modification in the manner prescribed in the Article entitled "MODIFICATION".
4.5. In the event of a termination of the Agreement, the Outstanding Loan shall become immediately due and payable by the Borrower.
4.6. All payments made under this Agreement must be paid in full, no set off, counterclaim or deductions will be made in circumstances where the Borrower has paid other sums to the Lender in circumstances other than in the execution of this Loan Agreement.
(5). METHOD OF LOAN REPAYMENT
5.1. The Outstanding Loan will be repaid on or before the Payment Date by way of cheque to be sent to the following address:
________
5.2. It is incumbent upon the Lender to provide the Borrower notice of a change of address 7 (seven) days in advance of the forthcoming Payment Date in the event the address stated here is no occupied or controlled by the Lender. Where the Lender updates the Borrower of the new address to which cheques must be sent, the Borrower must henceforth forward cheques to that address.
(6). LATE FEES AND CHARGES
6.1. Repayment of the Loan Amount is considered 'Late' if made more than ________ (________) days after the Payment Date.
6.2. The Late Charge is ________ (________)
6. 3. The Late Charge will be applied in respect of every day the Loan Amount is 'Late' until the full payment of the Principaland Interest is made. Late Charges will cease to accrue when the Borrower furnishes sufficient sums to repay the Principaland Interest.
(7). EARLY REPAYMENT OF DEBT
7.1. The Borrower is not entitled to repay the Loan Amount in advance of the agreed schedule of repayments. The Borrower must repay the Loan Amount in accordance with the schedule defined in this Agreement.
(8). COLLATERAL
8.1. The Borrower pledges to the Lender the Borrower's right, title and interest in the following asset:
________
'the Collateral'
8.2. The Borrower enjoys good title to and the legal right to transfer ownership of the Collateral to the Lender.
8.3. In the event of default, as defined in the Article "DEFAULT", and where the Borrower has failed to cure the default, the Borrower must transfer complete ownership and possession of the Collateral to the Lender.
(9). MODIFICATION
9.1. This Agreement can be modified through the assent of the Borrower and the Lender.
9.2. The Party desirous of a change in the Loan Agreement should notify the other Party in writing indicating the proposed modification, outlining clearly any changes in the interest rates, payment schedule or method of payment.
9.3. The other Party can accept or reject this modification at their sole discretion, subject to the requirement that both Parties endeavor to act reasonably with a view to the effective execution of this Agreement.
9.4. The Party not requesting the modification shall have 30 (thirty) days from receipt of notice of the proposed modification to accept or reject the proposal.
9.5. Should the proposed modification be accepted, a written statement should be drawn up detailing the modification, when it shall take effect and the rights and duties of the respective Parties thereunder. This statement should be signed by the Borrower and Lender and annexed to the present Agreement.
9.6. Should the proposed modification be rejected, this Agreement shall subsist in its current form, and the interests, rights and obligations of the respective Parties will continue to have lawful effect.
(10). BORROWER'S WARRANTIES
10.1. The Borrower represents and warrants that they are the sole and legitimate owner of the Collateral and enjoy sufficient legal and equitable interest therein to grant a security interest in the collateral to the Lender.
10.2. The Borrower represents and warrants that the collateral is free of all liens and encumbrances and no third party has any claim thereto.
10.3. The Borrower represents and warrants that they are not currently subject to insolvency proceedings.
10.4. All legal and financial information provided is true and accurate.
10.5. The Borrower represents and warrants that entry into this Loan Agreement does not constitute a breach of any other contract or agreement.
10.6. The Borrower warrants that they are not currently subject to any ongoing, forthcoming or threatened litigation.
10.7. The Borrower agrees to give notice to the Lender of any adverse material change in their circumstances that may affect their ability to fulfil their obligations under this Loan Agreement.
10.8. The Borrower represents that they enjoy the legal capacity to enter into this Loan Agreement.
10.9. The Guarantor is not acting under any undue influence and has been encouraged to seek independent legal advice before submitting to this Loan Agreement.
(11). 88888258'5 88558588855
22.________. 552 82552825 525228 222 22 25522 2552525 82855822 82 5282282 22 252 588228 2825225 58 8288522558 25 82855822 52525 2588 825222222.
22.________. 552 82552825 525228 22 25585582 525 25 5285 85885 828555282 22 252 8288522558 22 25822582 828 255222 85852 52 82582 822222855522 8825 252 85282525822 2252 225 252 55552822 22 252 2252 825222222.
22.________. 552 82552825 525228 22 25822582 25285 588228.
22.________. 552 82552825 525228 22 222822 252 222525 82 252 28222 22 522 22528225882 5225582.
(12). DATA PROTECTION
12.1. Any data collected, controlled or process through the performance of this Agreement shall be done in accordance with the requirements of the General Data Protection Regulation 2016/679, the Data Protection Act and the ePrivacy Regulations, 2011.
12.2. In particular, the Parties will only ensure to:
a. only use the data for the specific purposes for which it was given;
b. refrain from collecting more data than is necessary for that purpose;
c. ensure the accuracy of data retained;
d. prevent unlawful or unauthorised processing of the data;
e. allow the data subject access to data;
f. only hold the data for as long as is necessary for the fulfilment of the purpose for which it was retained.
(13). DEFAULT
Event of Default:
The occurrence of any of the following constitutes an 'Event of Default':
13.1. The Borrower fails to pay the Loan Installment within 30 (thirty) days of the agreed Payment Date.
13.2. The Borrower suffers a change of control without attaining the prior written consent of the Lender.
13.3. The cessation of certain business activities without the prior written of the Lender, where the cessation of such activities could reasonably produce an adverse effect on the Borrower's material circumstances.
13.4. The disposal, transfer or sale by the Borrower of significant assets without the prior written consent of the Lender.
13.5. There is a change in the nature of the Borrower's business.
13.6. The Borrower enters into the process of compulsory or voluntary liquidation under the Companies Act 2014;
13.7. The Borrower enters into Examinership under the Companies Act 2014;
13.8. The Borrower enters into Receivership under the Companies Act 2014.
13.9. A resolution is passed to wind up the Borrower.
13.10. The Borrower fails to perform any obligation or observe any covenant under this Agreement and fails to cure this breach within 10 (ten) days of its occurrence.
13.11. Any representation or warranty made by the Borrower in connection with this Agreement proves to be false or misleading
Notice of Default:
13.12. If any circumstance constituting an Event of Default arises, the Lender must furnish the Borrower notice of default within 2 (two) days of the Lender becoming aware of the default.
13.13. Any notice of default must contain the following information:
a. The nature of the default;
b. The precise term or condition of this Loan Agreement that is breached or affected by the default;
c. The measures, if any, the Borrower can take to cure the default;
d. The timeline for curing the default, which should be no less than 14 (fourteen) days.
13.14. In the event of a default, the Lender will issue notice to the Borrower that the Outstanding Loan is immediately due and payable and measures must be swiftly undertaken to advance the Outstanding Loan.
13.15. The Lender is entitled to enforce the Collateral and dispose of it in the manner the see fit for the purposes of offsetting the Outstanding Loan.
13.16. In the event the market value of the Collateral is equal to the value of the Outstanding Loan, the unencumbered transfer of the Collateral to the Lender shall constitute full payment of the Outstanding Loan and a cessation of the Borrower's liability in respect of "LOAN REPAYMENT".
13.17. In the event the market value of the Collateral is less than that of the Outstanding Loan, the Borrower shall remain liable for the balance of the Outstanding Loan pursuant to the prescribed schedule for repayment, and Interest and Late Charges will continue to accrue in respect of that sum.
13.18. In the event the market value of the Collateral exceeds that of the Outstanding Loan, the surplus value shall be returned to the Borrower.
(14). TERMINATION
Automatic termination
14.1. This Agreement will terminate automatically when the Borrower successful discharges all of their financial obligations to the Lender such that the entire Loan Amount is repaid.
14.2. The Parties intend that the Agreement will terminate on ________.
Permitted Grounds for Termination
14.3. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies owing to the Parties under law, in the following circumstances:
14.1.1. By the Borrower, in the event the Lender commits a fundamental breach of this Agreement.
14.1.2. By the Lender, in the event of default where the default has not been cured within 30 (thirty) days and no modification has been agreed by the Parties.
14.1.3. By either Party in the event that it becomes apparent that the other Party to this Agreement is unable to meet its financial obligations under this Agreement. An inability to meet financial obligations is evidence by, inter alia:
a. Entering into the process of compulsory or voluntary liquidation under the Companies Act 2014;
b. Entering into Examinership under the Companies Act 2014;
c. Entering into Receivership under the Companies Act 2014.
14.4. By both Parties through mutual agreement.
Post Termination Rights
14.5. The Lender is entitled to pursue the Borrower for the Outstanding Loan using all remedies available to the Lender under law and equity.
14.6. The Borrower is entitled to pursue the Lender for damages suffered as a result of a material breach of this Agreement, using all remedies available under law and equity.
14.7. The following Articles will survive termination:
a. the Article entitled "NOTICES"
b. the Article entitled "REMEDIES";
c. the Article entitled "DATA PROTECTION";
d. the Article entitled "GOVERNING LAW".
(15). REMEDIES
The Parties are entitled to pursue all remedies in law and in equity to enforce their rights and, or entitlements under this Agreement, including but not limited to specific performance, injunctive relief and damages.
(16). WAIVER
16.1. The Lender may waive their entitlement to any right or remedy articulated in this Agreement by furnishing a written declaration that they are relinquishing that right or privilege.
16.2. No written declaration purporting to waive a right or entitlement under this Agreement shall be valid unless it expressly cites the specific term(s) or condition(s) the Lender is forgoing compliance with and duly signed by a person so authorised.
16.3. A failure by the Lender to exercise a right or remedy owed to them under this Agreement does not constitute an attempt or intention to relinquish that right or remedy.
16.4. Waiver by the Lender of a right or remedy in the event of a breach of any provision of this Agreement by the Borrower, does not constitute a waiver of that same right or remedy in respect of subsequent breaches by the Borrower.
(17). SEVERABILITY
17.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.
(18). NOTICES
18.1. Any notices, summons relating to this Agreement must be furnished in writing, and serviced to the other Party via:
- Hand delivery to the Parties named above or their authorised representatives;
- Registered post to the following addresses:
Lender's address:
________
Borrower's address:
________
- Via email to the following email addresses:
Borrower's email address:
________
Lender's email address:
________
18.2. Delivery of the communication will be deemed to have been delivered and received:
- 2 (two) business days after it is sent by registered post;
- Where it is delivered by hand and signed for the recipient;
- Where the email is sent during business hours, as soon as the email is sent;
- Where the email is sent outside of business hours, at the earliest commencement of business hours after the email is sent.
(19). ENTIRE AGREEMENT
19.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties.
19.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written communication, oral communication, discussions or understandings between the Parties.
19.3. There are no representations, warranties, conditions or terms affecting this Agreement other than those outlined herein.
(20). GOVERNING LAW
20.1. This Agreement is governed by the Laws of Ireland.
(21). DECLARATION AND SIGNATURE
_______________________________________
________,
________
signed on behalf of: ________
_____________________________________
________,
________
signed on behalf of: ________
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