LOAN AGREEMENT
This Loan agreement (the "Agreement") is made on ________ ("Effective Date") at ________, Andaman and Nicobar Islands,
BY AND BETWEEN:
________, with permanent address at: ________ PAN: ________ (hereinafter referred to as the "Borrower" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the ONE PART
AND
________, with permanent address at: ________ PAN: ________ (hereinafter referred to as the "Lender" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the SECOND PART
AND
________, with permanent address at: ________ (hereinafter referred to as the "Guarantor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the THIRD PART
(The Borrower, the Lender and Guarantor shall hereinafter individually referred to as "Party" and collectively as "Parties")
WHEREAS
A. The Borrower is in the business of:
________
B. The Borrower requires funds for the following purpose:
________
and has requested the Lender to provide financial assistance for an amount of Rs. ________ (________) ("Loan") and the Lender has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Lender shall provide the Loan to the Borrower, and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
1.1. "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
1.2. "Approvals" shall mean sanctions, permissions, consents, validations, confirmations, licenses, and other authorizations obtained and/or required to be obtained from any Government Body;
1.3. "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in Andaman and Nicobar Islands;
1.4. "Default Interest Rate" means 3% (three per cent) per annum;
1.5. "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;
1.6. "Interest Rate" means ________% (________ percent) per annum;
1.7. "Loan Amount" means the principal amount of the Loan provided by the Lender to the Borrower at its discretion being an amount equivalent to Rs. ________ (________);
1.8. "Material Adverse Change" means any change in circumstances of the Borrower that the Borrower knows, or should know, will materially affect its capacity to perform its obligations under this Agreement;
1.9. "Repayment Date" means ________ or such other date as the Lender and Borrower may agree to in writing;
1.10. "Security" means any security interest, pledge, encumbrance, or charge provided by the Borrower including the guarantee provided by any Guarantor as specified in detail in Clause 4 of this Agreement.
1.11. Interpretation
1.11.1. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
1.11.2. Unless the context otherwise requires, in this Agreement:
1.11.2.1. words using the singular or plural number also include the plural or singular number, respectively;
1.11.2.2. words denoting any gender shall include all genders;
1.11.2.3. words "written" and "in writing" include any means of visible reproduction;
1.11.2.4. the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
1.11.2.5. the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
1.11.2.6. references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency, or authority; and
1.11.2.7. references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
2. THE LOAN
Subject to the terms of this Agreement, the Lender hereby agrees to grant to the Borrower and the Borrower hereby agrees to avail from the Lender, the Loan in accordance with the provisions contained herein.
3. INTEREST
3.1. Interest shall be payable by the Borrower on the Loan at the rate of ________% (________ percent) per annum.
3.2. The Borrower acknowledges that the Loan provided under this Agreement is for a commercial transaction and it hereby explicitly waives any defense that may be available to it under usury or other laws relating to the charging of interest.
3.3. If the Borrower defaults in making any payment of the Loan or any Interest or any other amount under this Loan Agreement on its due date, interest shall accrue on the unpaid sum from the due date up to the date of actual payment at the Default Interest Rate. Any interest accruing under this Clause shall be immediately payable by the Borrower on demand by the Lender.
4. SECURITY
4.1. Until the discharge of all the obligations under this Agreement including without limitation repayment of the Loan, payment of interest and all other amounts due under the Loan Agreement to the Lender, the Borrower shall be required to maintain the following security as set out below in favour of the Lender:
________
4.2. By personal guarantee provided by ________;
5. REPAYMENT
5.1. The Borrower shall repay the Loan on the Repayment Date together with interest and all other charges, fees, costs, expenses, or other amounts due and payable under this Agreement.
6. PREPAYMENT
6.1. The Borrower shall be permitted to prepay the principal amount of the Loan.
6.2. Any prepayment made by the Borrower shall be applied by the Lender in the following order:
6.2.1. firstly, towards payment of accrued interest;
6.2.2. secondly, towards any costs, expenses or fees accrued in relation to the Agreement;
6.2.3. thirdly towards the principal amount of the Loan;
6.2.4. fourthly, as a prepayment towards future payments due in accordance with this Agreement.
7. UTILISATION OF THE LOAN
7.1. The Borrower shall utilize the Loan strictly for the following purpose:
________
7.2. The Lender may in its discretion, but without being bound to, monitor, or verify the application of any amount borrowed pursuant to this Agreement. The Borrower undertakes to make available to the Lender such books and records as may be required by the Lender for such monitoring.
8. OBLIGATIONS OF THE BORROWER
8.1. The Borrower shall ensure that the security provided to the Lender towards the Loan amount is kept insured at all times and the name of the Lender is recorded with the insurer as a person holding a charge over the security;
8.2. The Borrower shall provide information, and give access to records as may be reasonably requested by the Lender;
8.3. To provide, on request by the Lender, a valuation of the Security by a valuer of sufficient skill and experience valuing assets such as that forming the Security;
8.4. To execute such documents and do such acts as are reasonably requested by the Lender from time to time to ensure that the Lender may take full benefit of the security granted in favour of the Lender;
8.5. To ensure that there is no substantial change in the nature of the business carried out by the Borrower without the written consent of the Lender;
8.6. To ensure that no charge is created over the security provided to the Lender other than as specified in this Agreement and to ensure that none of the properties forming part of the security is sold, transferred, or otherwise disposed of till all Outstanding Amounts have been paid in full to the Lender;
8.7. To comply with all Applicable Laws and keep all Authorisations required for its business in force;
8.8. 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
8.9. To provide notice to the Lender of any Event of Default or Material Adverse Change.
9. REPRESENTATIONS AND WARRANTIES OF THE BORROWER
9.1. The Borrower hereby represents and warrants to the Lender that:
9.1.1. All necessary corporate and other authorisations required in connection with its entry into, the performance of and the validity and enforceability of its obligations and delivery of the Loan Agreement to which it is a Party and the transactions contemplated by this Loan Agreement have been obtained and are in full force and effect;
9.1.2. The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations in accordance with their terms;
9.1.3. The execution and performance by it of this Agreement does not conflict with or is in default of any Applicable Law, or any contract entered into by it with any party;
9.1.4. All documents provided by the Borrower to the Lender are true and correct and any financial statements provided to the Lender give a true, fair view, and represent the Borrower's financial condition;
9.1.5. All information supplied by the Borrower for the purpose of the Loan is true, complete, and accurate in all material respects as of the date on which it was given and is not misleading in any respect;
9.1.6. There are no insolvency or bankruptcy proceedings ongoing or initiated against the Borrower;
9.1.7. There are no lawsuits, arbitration actions or proceedings pending or, to the knowledge of the Borrower threatened against the Borrower;
9.1.8. The Borrower is in compliance with Applicable Laws and possesses all authorisations required under applicable laws to conduct its business.
10. GUARANTEE
10.1. In consideration of the Lender providing the Loan to the Borrower, the Guarantor hereby agrees to guarantee to the Lender the due performance by the Borrower of all its obligations under the Loan Agreement including without limitation repayment of the Loan amount and payment of all Outstanding Amounts.
10.2. Upon the occurrence of an Event of Default, the Guarantor shall:
10.2.1. pay on demand all Outstanding Amounts as directed by the Lender;
10.2.2. indemnify the Lender against all losses, liabilities, or expenses (including legal costs and expenses on a full indemnity basis) that the Lender incurs or suffers (directly or indirectly) as a result of the Event of Default.
10.3. The obligations of the Guarantor shall be enforceable against the Guarantor without any obligation on the Lender to (i) enforce any security it may hold in relation to the Borrower's obligations hereunder; (ii) to pursue any alternative remedy it may have against the Borrower.
10.4. The obligations of the Guarantor are continuing in nature and shall survive the termination of the Agreement.
11. EVENTS OF DEFAULT
11.1. Each of the following events shall constitute an Event of Default:
11.1.1. failure by the Borrower to comply with any of the obligations or covenants under this Agreement;
11.1.2. failure by the Borrower to make payment of any amounts due under this Agreement including without limitation the principal and interest amounts on the date on which such amount is due;
11.1.3. Filing of bankruptcy proceedings against the Borrower;
11.1.4. The Borrower is unable to pay its debts or the value of assets of the Borrower is less than its liabilities or a moratorium is declared in respect of any indebtedness of the Borrower;
11.1.5. Appointment of a receiver or liquidator in respect of the Borrower;
11.1.6. Sale or acquisition of the material portion of the business of the Borrower or if the Borrower ceases or threatens to cease to carry on all or a substantial part of its business;
11.1.7. Where the Lender reasonably is of the opinion that the Loan proceeds have been applied for a purpose other than the following purpose:
________
11.1.8. If the Borrower creates an encumbrance over the security provided to the Lender or if the security or any part of it is transferred, disposed of or sold without the written consent of the Lender;
11.1.9. where the Borrower breaches any law, order, judgment, decree, or regulation which, in the opinion of the Lender, could have a material adverse effect on the business of the Borrower;
11.1.10. Change in control of the Borrower;
11.1.11. Any financial indebtedness of the Borrower is not paid when due, or there is an event of default in respect of any financial indebtedness of the Borrower;
12. CONSEQUENCES OF AN EVENT OF DEFAULT
12.1. On the occurrence of an Event of Default, the Lender may in that event have the rights described hereunder and the rights available under Applicable Law:
12.1.1. Declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Loan Agreement be immediately due and payable, whereupon they shall become immediately due and payable;
12.1.2. Accelerate the repayment of the Loan;
12.1.3. Exercise any other right that the Lender may have under the Loan Agreement or under Applicable Law;
12.1.4. Upon the occurrence of an Event of Default, the Lender may enforce any of the Securities created in pursuance of this Agreement in any order it may deem fit and all monies that are in excess after payment of all amounts due to the Lender shall be returned to the Borrower, without delay or demur;
12.1.5. Without prejudice to what has been stated above, it shall be lawful for the Lender at any time or times hereafter without any further consent of the Borrower to sell or concur with any other person in selling any Security or any part thereof without the intervention of the Court either by public auction or private contract whether with or without any special conditions or stipulations related to title or evidence of title or other matters as the Lender may think fit, with power to postpone the sale from time to time and to buy in the Security or any part thereof at any sale by auction or private contractor to rescind or vary any contract for the sale thereof and to resell the Security which shall have been so brought in or as to which the contract for sale shall have been so rescinded without being answerable for any loss or diminution occasioned thereby and with power also to execute assurance and give effectual receipts for the purchase money and do all other acts and things for completing the sale which the person or persons exercising the power of sale shall think proper and the aforesaid power shall be deemed to be a power to sell and concur in selling the Security without the intervention of the court of law, if so permissible under applicable Law AND IT IS HEREBY FURTHER AGREED AND DECLARED that the Lender may participate in any such sale without any objection from the Borrower and/or any of the Obligors whatsoever AND IT IS HEREBY FURTHER AGREED AND DECLARED that the Lender shall with and out of the moneys to arise from any such sale as aforesaid in the first place pay and retain the costs and expenses attending such sale or otherwise incurred is relation to this security and in the next place pay and satisfy the moneys which shall then be owing upon the security of these Presents and shall pay the surplus if any to the Borrower and/or the Obligors or to the persons entitled to the same;
12.1.6. On receipt of notice by the Borrower, from the Lender of the Lender having enforced the security as herein provided, the Borrower shall without raising any dispute, forthwith, quit, vacate and handover vacant and peaceful possession of the Secured Properties to the Lender;
12.1.7. In addition to the above, so long as an Event of Default continues, the Borrower shall pay Default Interest at the rate of 3% ( per cent) per annum compounded monthly, on the defaulted amount, from the date of occurrence of the Event of Default hereinabove until such Event(s) of Default is/are rectified and the final payment in respect thereof made to the Lender, without any prejudice to the remedies available to the Lender or the Consequences of Events of Default;
12.1.8. All expenses incurred by the Lender after an Event of Default has occurred in connection (a) with preservation of the Borrower's assets (whether then or thereafter existing); and (b) collection of amounts due in respect of the Loan or under these presents, shall be payable by the Borrower.
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15. NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the transaction under this Agreement. The Lender or Borrower shall not receive any intellectual property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential Information.
16. AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.
17. DISPUTE RESOLUTION
17.1. Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
17.1.1. Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointly by the Parties.
17.1.2. The arbitration proceedings shall be held in ________, Andaman and Nicobar Islands in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force.
17.1.3. The Parties agree that the arbitration award shall be final and may be enforced as a decree.
17.1.4. The Parties further agree that subject to the above only the competent courts at ________, Andaman and Nicobar Islands shall have jurisdiction in all matters arising hereunder.
17.1.5. The Parties further agree to keep the arbitration proceedings and the arbitral award confidential.
17.1.6. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
18. INDEPENDENT PARTIES
Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one party the agent or legal representative of the other party for any purpose.
19. ASSIGNMENT
Borrower shall not assign, subcontract, or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the Lender. Any assignment, or transfer for subcontracting in violation of this provision shall be deemed to be invalid.
20. ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue, or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
21. NOTICES
21.1. Except as otherwise specified in this Loan Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Loan Agreement shall be in writing and shall be deemed given when sent to the address specified below.
21.2. In the case of Borrower:
Attention: ________
Address: ________
21.3. In case of Lender:
________
Address: ________
21.4. In case of guarantor:
________
Address: ________
21.5. Either Party may change its address for notification purposes by giving the other Party 10 (ten) days' notice of the new address and the date upon which it will become effective.
22. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
_____________________
________
_____________________
________
___________________________
________
LOAN AGREEMENT
This Loan agreement (the "Agreement") is made on ________ ("Effective Date") at ________, Andaman and Nicobar Islands,
BY AND BETWEEN:
________, with permanent address at: ________ PAN: ________ (hereinafter referred to as the "Borrower" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the ONE PART
AND
________, with permanent address at: ________ PAN: ________ (hereinafter referred to as the "Lender" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the SECOND PART
AND
________, with permanent address at: ________ (hereinafter referred to as the "Guarantor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the THIRD PART
(The Borrower, the Lender and Guarantor shall hereinafter individually referred to as "Party" and collectively as "Parties")
WHEREAS
A. The Borrower is in the business of:
________
B. The Borrower requires funds for the following purpose:
________
and has requested the Lender to provide financial assistance for an amount of Rs. ________ (________) ("Loan") and the Lender has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Lender shall provide the Loan to the Borrower, and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
1.1. "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
1.2. "Approvals" shall mean sanctions, permissions, consents, validations, confirmations, licenses, and other authorizations obtained and/or required to be obtained from any Government Body;
1.3. "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in Andaman and Nicobar Islands;
1.4. "Default Interest Rate" means 3% (three per cent) per annum;
1.5. "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;
1.6. "Interest Rate" means ________% (________ percent) per annum;
1.7. "Loan Amount" means the principal amount of the Loan provided by the Lender to the Borrower at its discretion being an amount equivalent to Rs. ________ (________);
1.8. "Material Adverse Change" means any change in circumstances of the Borrower that the Borrower knows, or should know, will materially affect its capacity to perform its obligations under this Agreement;
1.9. "Repayment Date" means ________ or such other date as the Lender and Borrower may agree to in writing;
1.10. "Security" means any security interest, pledge, encumbrance, or charge provided by the Borrower including the guarantee provided by any Guarantor as specified in detail in Clause 4 of this Agreement.
1.11. Interpretation
1.11.1. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
1.11.2. Unless the context otherwise requires, in this Agreement:
1.11.2.1. words using the singular or plural number also include the plural or singular number, respectively;
1.11.2.2. words denoting any gender shall include all genders;
1.11.2.3. words "written" and "in writing" include any means of visible reproduction;
1.11.2.4. the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
1.11.2.5. the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
1.11.2.6. references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency, or authority; and
1.11.2.7. references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
2. THE LOAN
Subject to the terms of this Agreement, the Lender hereby agrees to grant to the Borrower and the Borrower hereby agrees to avail from the Lender, the Loan in accordance with the provisions contained herein.
3. INTEREST
3.1. Interest shall be payable by the Borrower on the Loan at the rate of ________% (________ percent) per annum.
3.2. The Borrower acknowledges that the Loan provided under this Agreement is for a commercial transaction and it hereby explicitly waives any defense that may be available to it under usury or other laws relating to the charging of interest.
3.3. If the Borrower defaults in making any payment of the Loan or any Interest or any other amount under this Loan Agreement on its due date, interest shall accrue on the unpaid sum from the due date up to the date of actual payment at the Default Interest Rate. Any interest accruing under this Clause shall be immediately payable by the Borrower on demand by the Lender.
4. SECURITY
4.1. Until the discharge of all the obligations under this Agreement including without limitation repayment of the Loan, payment of interest and all other amounts due under the Loan Agreement to the Lender, the Borrower shall be required to maintain the following security as set out below in favour of the Lender:
________
4.2. By personal guarantee provided by ________;
5. REPAYMENT
5.1. The Borrower shall repay the Loan on the Repayment Date together with interest and all other charges, fees, costs, expenses, or other amounts due and payable under this Agreement.
6. PREPAYMENT
6.1. The Borrower shall be permitted to prepay the principal amount of the Loan.
6.2. Any prepayment made by the Borrower shall be applied by the Lender in the following order:
6.2.1. firstly, towards payment of accrued interest;
6.2.2. secondly, towards any costs, expenses or fees accrued in relation to the Agreement;
6.2.3. thirdly towards the principal amount of the Loan;
6.2.4. fourthly, as a prepayment towards future payments due in accordance with this Agreement.
7. UTILISATION OF THE LOAN
7.1. The Borrower shall utilize the Loan strictly for the following purpose:
________
7.2. The Lender may in its discretion, but without being bound to, monitor, or verify the application of any amount borrowed pursuant to this Agreement. The Borrower undertakes to make available to the Lender such books and records as may be required by the Lender for such monitoring.
8. OBLIGATIONS OF THE BORROWER
8.1. The Borrower shall ensure that the security provided to the Lender towards the Loan amount is kept insured at all times and the name of the Lender is recorded with the insurer as a person holding a charge over the security;
8.2. The Borrower shall provide information, and give access to records as may be reasonably requested by the Lender;
8.3. To provide, on request by the Lender, a valuation of the Security by a valuer of sufficient skill and experience valuing assets such as that forming the Security;
8.4. To execute such documents and do such acts as are reasonably requested by the Lender from time to time to ensure that the Lender may take full benefit of the security granted in favour of the Lender;
8.5. To ensure that there is no substantial change in the nature of the business carried out by the Borrower without the written consent of the Lender;
8.6. To ensure that no charge is created over the security provided to the Lender other than as specified in this Agreement and to ensure that none of the properties forming part of the security is sold, transferred, or otherwise disposed of till all Outstanding Amounts have been paid in full to the Lender;
8.7. To comply with all Applicable Laws and keep all Authorisations required for its business in force;
8.8. 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
8.9. To provide notice to the Lender of any Event of Default or Material Adverse Change.
9. REPRESENTATIONS AND WARRANTIES OF THE BORROWER
9.1. The Borrower hereby represents and warrants to the Lender that:
9.1.1. All necessary corporate and other authorisations required in connection with its entry into, the performance of and the validity and enforceability of its obligations and delivery of the Loan Agreement to which it is a Party and the transactions contemplated by this Loan Agreement have been obtained and are in full force and effect;
9.1.2. The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations in accordance with their terms;
9.1.3. The execution and performance by it of this Agreement does not conflict with or is in default of any Applicable Law, or any contract entered into by it with any party;
9.1.4. All documents provided by the Borrower to the Lender are true and correct and any financial statements provided to the Lender give a true, fair view, and represent the Borrower's financial condition;
9.1.5. All information supplied by the Borrower for the purpose of the Loan is true, complete, and accurate in all material respects as of the date on which it was given and is not misleading in any respect;
9.1.6. There are no insolvency or bankruptcy proceedings ongoing or initiated against the Borrower;
9.1.7. There are no lawsuits, arbitration actions or proceedings pending or, to the knowledge of the Borrower threatened against the Borrower;
9.1.8. The Borrower is in compliance with Applicable Laws and possesses all authorisations required under applicable laws to conduct its business.
10. GUARANTEE
10.1. In consideration of the Lender providing the Loan to the Borrower, the Guarantor hereby agrees to guarantee to the Lender the due performance by the Borrower of all its obligations under the Loan Agreement including without limitation repayment of the Loan amount and payment of all Outstanding Amounts.
10.2. Upon the occurrence of an Event of Default, the Guarantor shall:
10.2.1. pay on demand all Outstanding Amounts as directed by the Lender;
10.2.2. indemnify the Lender against all losses, liabilities, or expenses (including legal costs and expenses on a full indemnity basis) that the Lender incurs or suffers (directly or indirectly) as a result of the Event of Default.
10.3. The obligations of the Guarantor shall be enforceable against the Guarantor without any obligation on the Lender to (i) enforce any security it may hold in relation to the Borrower's obligations hereunder; (ii) to pursue any alternative remedy it may have against the Borrower.
10.4. The obligations of the Guarantor are continuing in nature and shall survive the termination of the Agreement.
11. EVENTS OF DEFAULT
11.1. Each of the following events shall constitute an Event of Default:
11.1.1. failure by the Borrower to comply with any of the obligations or covenants under this Agreement;
11.1.2. failure by the Borrower to make payment of any amounts due under this Agreement including without limitation the principal and interest amounts on the date on which such amount is due;
11.1.3. Filing of bankruptcy proceedings against the Borrower;
11.1.4. The Borrower is unable to pay its debts or the value of assets of the Borrower is less than its liabilities or a moratorium is declared in respect of any indebtedness of the Borrower;
11.1.5. Appointment of a receiver or liquidator in respect of the Borrower;
11.1.6. Sale or acquisition of the material portion of the business of the Borrower or if the Borrower ceases or threatens to cease to carry on all or a substantial part of its business;
11.1.7. Where the Lender reasonably is of the opinion that the Loan proceeds have been applied for a purpose other than the following purpose:
________
11.1.8. If the Borrower creates an encumbrance over the security provided to the Lender or if the security or any part of it is transferred, disposed of or sold without the written consent of the Lender;
11.1.9. where the Borrower breaches any law, order, judgment, decree, or regulation which, in the opinion of the Lender, could have a material adverse effect on the business of the Borrower;
11.1.10. Change in control of the Borrower;
11.1.11. Any financial indebtedness of the Borrower is not paid when due, or there is an event of default in respect of any financial indebtedness of the Borrower;
12. CONSEQUENCES OF AN EVENT OF DEFAULT
12.1. On the occurrence of an Event of Default, the Lender may in that event have the rights described hereunder and the rights available under Applicable Law:
12.1.1. Declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Loan Agreement be immediately due and payable, whereupon they shall become immediately due and payable;
12.1.2. Accelerate the repayment of the Loan;
12.1.3. Exercise any other right that the Lender may have under the Loan Agreement or under Applicable Law;
12.1.4. Upon the occurrence of an Event of Default, the Lender may enforce any of the Securities created in pursuance of this Agreement in any order it may deem fit and all monies that are in excess after payment of all amounts due to the Lender shall be returned to the Borrower, without delay or demur;
12.1.5. Without prejudice to what has been stated above, it shall be lawful for the Lender at any time or times hereafter without any further consent of the Borrower to sell or concur with any other person in selling any Security or any part thereof without the intervention of the Court either by public auction or private contract whether with or without any special conditions or stipulations related to title or evidence of title or other matters as the Lender may think fit, with power to postpone the sale from time to time and to buy in the Security or any part thereof at any sale by auction or private contractor to rescind or vary any contract for the sale thereof and to resell the Security which shall have been so brought in or as to which the contract for sale shall have been so rescinded without being answerable for any loss or diminution occasioned thereby and with power also to execute assurance and give effectual receipts for the purchase money and do all other acts and things for completing the sale which the person or persons exercising the power of sale shall think proper and the aforesaid power shall be deemed to be a power to sell and concur in selling the Security without the intervention of the court of law, if so permissible under applicable Law AND IT IS HEREBY FURTHER AGREED AND DECLARED that the Lender may participate in any such sale without any objection from the Borrower and/or any of the Obligors whatsoever AND IT IS HEREBY FURTHER AGREED AND DECLARED that the Lender shall with and out of the moneys to arise from any such sale as aforesaid in the first place pay and retain the costs and expenses attending such sale or otherwise incurred is relation to this security and in the next place pay and satisfy the moneys which shall then be owing upon the security of these Presents and shall pay the surplus if any to the Borrower and/or the Obligors or to the persons entitled to the same;
12.1.6. On receipt of notice by the Borrower, from the Lender of the Lender having enforced the security as herein provided, the Borrower shall without raising any dispute, forthwith, quit, vacate and handover vacant and peaceful possession of the Secured Properties to the Lender;
12.1.7. In addition to the above, so long as an Event of Default continues, the Borrower shall pay Default Interest at the rate of 3% ( per cent) per annum compounded monthly, on the defaulted amount, from the date of occurrence of the Event of Default hereinabove until such Event(s) of Default is/are rectified and the final payment in respect thereof made to the Lender, without any prejudice to the remedies available to the Lender or the Consequences of Events of Default;
12.1.8. All expenses incurred by the Lender after an Event of Default has occurred in connection (a) with preservation of the Borrower's assets (whether then or thereafter existing); and (b) collection of amounts due in respect of the Loan or under these presents, shall be payable by the Borrower.
13. 555588852558
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15. NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the transaction under this Agreement. The Lender or Borrower shall not receive any intellectual property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential Information.
16. AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.
17. DISPUTE RESOLUTION
17.1. Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
17.1.1. Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointly by the Parties.
17.1.2. The arbitration proceedings shall be held in ________, Andaman and Nicobar Islands in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force.
17.1.3. The Parties agree that the arbitration award shall be final and may be enforced as a decree.
17.1.4. The Parties further agree that subject to the above only the competent courts at ________, Andaman and Nicobar Islands shall have jurisdiction in all matters arising hereunder.
17.1.5. The Parties further agree to keep the arbitration proceedings and the arbitral award confidential.
17.1.6. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
18. INDEPENDENT PARTIES
Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one party the agent or legal representative of the other party for any purpose.
19. ASSIGNMENT
Borrower shall not assign, subcontract, or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the Lender. Any assignment, or transfer for subcontracting in violation of this provision shall be deemed to be invalid.
20. ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue, or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
21. NOTICES
21.1. Except as otherwise specified in this Loan Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Loan Agreement shall be in writing and shall be deemed given when sent to the address specified below.
21.2. In the case of Borrower:
Attention: ________
Address: ________
21.3. In case of Lender:
________
Address: ________
21.4. In case of guarantor:
________
Address: ________
21.5. Either Party may change its address for notification purposes by giving the other Party 10 (ten) days' notice of the new address and the date upon which it will become effective.
22. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
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