LOAN AGREEMENT
DATED:
________
1. THE PARTIES
1.1 The Lender
The Lender is ________, incorporated in England and Wales with company registration number ________ and whose registered office is at:
________
(the Lender)
1.2 The Borrower
The Borrower is ________ incorporated in England and Wales with company registration number ________ and whose registered office is at:
________
(the Borrower)
IN CONSIDERATION of the Lender advancing the Loan Amount to the Borrower as a loan, and the Borrower having agreed to act and make payment to the Lender in accordance with this Agreement, it is agreed that:
2. INTERPRETATION
2.1. This Agreement and any documents referred to in it represents the entire agreement between the parties in relation to the Loan and supersedes all previous offers, agreements and/or understanding whether written or oral relating to the subject matter hereof.
2.2. Each of the parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
2.3. Nothing in this agreement shall operate to limit or exclude any liability for fraud.
2.4. In this Agreement:
a. the words "include", "includes" and "including" are deemed to be followed by the words 'without limitation'
b. the word "liability" includes all costs, loss, damage, expenses and claims incurred or suffered by the relevant party
c. words introduced by the word 'other' do not have restrictive meaning even where preceded by words indicating or referring to a particular class of acts, things or matters.
2.5. In this Agreement unless otherwise specified:
a. a reference to one gender shall include a reference to the other gender
b. a reference to the plural is a reference to the singular and vice versa
c. headings are inserted for the convenience of the parties and shall not be considered in the interpretation of this agreement
d. reference to clauses is a reference to a clause under this Agreement
e. a reference to legislation is a reference to all legislation having effect in England and Wales at any time during the Term, Acts of Parliament, orders, regulations, consents, licenses, notices, and bye laws made or granted under any Act of Parliament or made or granted by a local authority or by a court of competent jurisdiction and any approved codes of practice issued by a statutory body; and
f. a reference to particular legislation is a reference to that legislation as amended, consolidated or re-enacted from time to time and all subordinate legislation made under it from time to time, as such is in force at the present time.
3. DEFINITIONS
The following definitions will apply throughout this Agreement:
3.1. The Commencement Date
means the ________.
3.2. Business Day
means a day (other than Saturday and Sunday) on which banks are open for normal banking.
3.3. The Loan
means the loan arrangement created under this Agreement.
3.4. The Loan Amount
means the Loan Amount advanced by the Lender to the Borrower is £________ (________).
3.5. The Loan Date
means ________.
3.6. Indebtedness
means all outstanding payable sums, including any unpaid interest and any outstanding charges incurred by the Borrower and owed to the Lender in accordance with this Agreement.
3.7. The Outstanding Loan
means the amount of the Loan Amount that remains unpaid and owing to the Lender after any sums paid by the Borrower and applied towards the Loan Amount have been taken into account.
3.8. The Interest Rate
Means the rate of ________% per year.
3.9. The Loan Term
means the term of the Loan which will be ________ calendar months.
3.10. The Repayment Date
means the date falling exactly ________ calendar months from the commencement of this Agreement.
3.11. The Instalment
means the monthly equal instalment of sum of £________ (plus interest, calculated accordingly).
3.12. Payment Day
means the first Payment Day which will fall one calendar month from the commencement of this Agreement and every month thereafter on the same day of each calendar month, that being the same day of each month as the day of the month on which this Agreement commences. If a month doesn't have the same day of the month as that on which this Agreement commences, the Payment Day for that month only will be the last day of that calendar month, for example:
if this Agreement were to commence on 13th December, the Instalment would be payable on the 13th of each month but if this Agreement were to commence on 30th December, the Instalment would be payable on the 30th of every month, except for February when the Instalment would be payable on 28th February.
3.13. Final Payment Day
means the Final Payment Day which will fall exactly ________ calendar months from the Commencement Date.
3.14. Event of Default
means any event set out in the Events of Default section below.
4. AGREEMENT TO LEND
4.1. The Lender agrees to lend the Loan Amount to the Borrower in accordance with the terms of this Agreement.
4.2. The Lender will advance the Loan Amount to the Borrower by no later than the end of the day on ________.
4.3. It is agreed that the Loan Amount shall be paid to:
________
5. REPAYMENT
5.1. The Borrower shall promptly pay each Instalment (plus interest, calculated in accordance with the Agreement) on the Payment Day throughout the Loan Term.
5.2. On the Final Payment Date any Outstanding Loan and all Indebtedness will be repaid in full by the Borrower.
5.3. Should any Event of Default occur any Outstanding Loan and Indebtedness will become payable by the Borrower within 10 Business Days from the Event of Default.
5.4. The Outstanding Loan and Indebtedness shall be paid without deduction or set off in pounds sterling to such account or accounts as may be specified by the Lender.
6. PAYMENT METHOD
All payments will be paid by the Borrower to the Lender by direct debit with the following details:
________
7. DEFAULT
7.1. An Event of Default occurs if:
7.1.a. the Borrower suffers a change of control without the prior written consent of the Lender or is the subject of any trade sale, flotation or refinancing; and "change of control" means any event in which either:
7.1.b. more than fifty-one percent (51%) of the voting power of the Borrower vests with a company other than a subsidiary of the Borrower by equity purchase, contract or otherwise;
7.1.c. a company other than a subsidiary of the Borrower acquires the right to direct more than fifty-one percent (51%) of the voting rights in the Borrower;
7.1.d. if the Borrower issues, allots, buys back or redeems any shares in its capital, makes any changes to its memorandum and articles of association or alters any rights attaching to the issued shares without the prior notification or approval in writing of the Lender;
7.1.e. any event occurs which with the giving of notice and/or lapse of time and/or making of a determination would constitute an Event of Default;
7.1.f. a petition is presented or a resolution is passed for winding up the Borrower;
7.1.g. the Borrower fails to perform and observe any of its undertakings or obligations under this Agreement;
7.1.h. the Borrower fails to make any payment due under this Agreement on the due date;
7.1.i. a material adverse change occurs in the opinion of the Lender in the assets, financial condition, results of operations, prospects or business or affairs of the Borrower;
7.1.j. any representation or warranty made by the Borrower pursuant to this Agreement or any statement delivered or made pursuant to it is incorrect;
7.1.k. in the reasonable opinion of the Lender the business or operations of the Borrower are not being responsibly or efficiently conducted or the financial or other information provided to the Lender concerning the business or affairs of the Borrower is unsatisfactory;
7.1.l. any encumbrancer takes possession of or a receiver, administrative receiver or administrator is appointed in respect of all or a substantial part of the undertaking, property and assets of the Borrower or circumstances arise which entitle any person to make such appointment or a petition is presented for an administration order or a winding up order in respect of the Borrower;
7.1.m. the Borrower is unable to pay its debts within the meaning of section 123(1)(a)of the Insolvency Act 1986 (or any statutory re-enactment thereof);
7.1.n. a proposal for a voluntary arrangement is made to the Borrower and its creditors pursuant to section 1of the Insolvency Act 1986 (or any statutory modification or re-enactment thereof);
7.1.o. documents are filed for the appointment of an administrator of the Borrower or notice of intention to appoint an administrator is given by the Borrower or its directors or by a qualifying floating charge holder (as defined by paragraph 14 of Schedule B1 of the Insolvency Act 1988)
8. 8585855885
888 8528 2525882 52525 2588 825222222 8888 82 2585 82 2588 8825252 822-222, 825222588582 25 525582822 225 522 885828 25 22525 25222228 2552 82 252 82552825 22525 2552 82 5882555282 8825 2588 825222222.
9. INTEREST
9.1. Simple Interest is payable on the Loan.
9.2. Interest is calculated at the Interest Rate on the Outstanding Loan Amount and accrues daily.
9.3. Interest is due and payable on the Payment Day
9.4. Where payments are late, Interest will accrue daily on the total amount of Indebtedness at the Interest Rate until all Indebtedness is paid in full (or until court order).
10. PREPAYMENT
The Borrower may prepay the whole or any part of the Loan at any time.
11. REPRESENTATIONS AND WARRANTIES
11.1. The Borrower acknowledges, represents and warrants to the Lender as follows:
11.1.a. it is a company duly incorporated and validly existing under the laws of England and Wales;
11.1.b. it has power to own its assets and conduct its business as it is now being conducted together with the power to sign and deliver this Agreement and to exercise its rights and perform its obligations under this Agreement;
11.1.c. the signature and delivery of this Agreement on its behalf and its exercise of rights and performance of obligations under this Agreement are not prohibited by law, regulation or order or by its constitutional documents; do not require any approval, filing, registration or exemption; and are not prohibited by, and do not constitute an event of default under, and do not result in an obligation to create security under, any document or arrangement to which it is a party;
11.1.d. the execution on behalf of the Borrower of the Agreement or form of acceptance endorsed on this Agreement has been validly authorised and the obligations expressed as being assumed by the Borrower under this Agreement constitute valid, legal, binding and enforceable obligations of the Borrower enforceable against the Borrower in accordance with their terms;
11.1.e. neither the execution and delivery of this Agreement or the form of acceptance endorsed on this Agreement by the Borrower nor the performance or observance of any of its obligations under this Agreement will
i). conflict with, or result in any breach of any law, statute, regulation, indenture, mortgage trust deed, agreement, constitutional documents, or other instrument, arrangement, obligation or duty by which the Borrower is bound
ii). cause any limitation on any of the powers whatsoever of the Borrower howsoever imposed, or on the right or ability of the directors of the Borrower to exercise such powers, to be exceeded.
11.1.f. the Borrower is not aware of any default under any law, statute, regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement, obligation or duty by which it is bound;
11.1.g. no litigation or administrative or arbitration proceeding before or of any court, governmental authority or arbitrator is presently taking place, pending or (to the best of the knowledge, information and belief of the Borrower) threatened against or against any of the assets of the Borrower which might have a material adverse effect on their business, assets, condition or operations or might adversely affect its ability to perform its obligations under this Agreement;
11.1.h. the Borrower is validly existing and in good standing and has obtained all licences, permissions and consents required for the carrying on of its business in all relevant jurisdictions and the Borrower has complied with all conditions attaching to such licences, permissions and consents as are in the name of the Borrower;
11.1.i. ranking of Obligations: its obligations under this Agreement rank at least above all its other present and future unsecured and unsubordinated obligations subject to certain categories of its other obligations which will, however, be preferred in a liquidation by virtue of mandatory provisions of statute;
11.1.j. the borrowing of the full amount available under this Agreement will not cause any limitation on the powers to borrow of it or its directors to be exceeded;
11.1.k. all information supplied by it to the Lender in connection with this Agreement is true, accurate and complete in all material respects. It is not aware of any material facts or circumstances which have not been disclosed to the Lender which might, if disclosed, adversely affect the decision of a person considering whether or not to lend to the Borrower;
11.1.l. no termination event or potential termination event being an Event of Default has occurred and remains unremedied or unwaived;
11.1.m. it is not aware of any breach of any law, regulation, agreement or arrangement applicable to it or any of its assets;
11.1.n. it will comply and ensure that any of its subsidiaries comply with all applicable laws and regulations and the terms of all permits, authorisations and licences (including, amongst all other matters, all laws, regulations, permits, authorisations and licences relating to intellectual property matters).
12. UNDERTAKINGS
The Borrower agrees to be bound by the following undertakings and shall:
12.1. give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or other event which, with the giving of notice and/or lapse of time and/or upon the Lender making the relevant determination, would constitute an Event of Default.
12.2. for so long as the Loan and Indebtedness remains owing to keep the Lender fully and promptly informed to such extent and in such form as the Lender may from time to time require with particulars of any matter which is relevant to this Agreement or the Borrower adherence to this Agreement.
12.3. not, without the prior written consent of the Lender and whether by a single transaction or by a series of transactions (related or not) sell, transfer, lend or otherwise dispose of (in any such case otherwise than in the ordinary course of trading) the whole or any substantial part of its business or assets or make any change in the nature of the business of the Borrower for the time being and from time to time.
12.4. settle the debts incurred by it in the ordinary course of the business, including (without limitation) trade creditors.
12.5. conduct and carry on its business in a proper, efficient and businesslike manner and not make any substantial alteration in the nature of or mode of conduct of that business and keep or cause to be kept proper books of accounts relating to such business.
13. NOTICES
13.1. Any notice or service to the Lender or Borrower under this Agreement shall be addressed and delivered to the Lender or Borrower at the relevant address stated above.
13.2. Any notice or communication under this Agreement shall be given by first class prepaid post, email addressed to the relevant party.
13.3. Any notice or communication notice shall be deemed to have been given:
i). if left at the relevant address on the day it was so left;
ii). if sent by first class prepaid post, two (2) weekdays after the time when the demand was put in the post (and in proving delivery it shall be sufficient to prove that the same was properly addressed and put in the post).
except if receipt is not on a Business Day, in which case the next following Business Day.
14. 558552585 82 8888585
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15. ASSIGNMENT
15.1. The Borrower may not assign, charge, mortgage, transfer or otherwise encumber or deal in any manner with any of its rights or obligations under this Agreement without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed).
15.2. The Lender may assign or transfer any of its rights or obligations (in whole or part) under this Agreement with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
16. JOINT AND SEVERAL LIABILITY
Where any party comprises more than one person the obligations and liabilities of that party under this agreement shall be the joint and several obligations of those persons.
17. SEVERABILITY
Each of the provisions of this agreement is severable and distinct from the others, and if at any time one or more provisions is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions is not to be affected or impaired in any way.
18. WAIVER
No failure or delay by the Lender in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. No waiver, compromise agreement, or other dealing with one person jointly and severally liable shall affect or reduce the liability of any other such person.
19. CUMULATIVE REMEDIES
The rights and remedies provided by this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
20. BENEFIT
This Agreement shall be binding upon and endure to the benefit of each party to this Agreement, and their successors and permitted transferees and assigns.
21. VARIATION
This Agreement may only be amended or modified either in part or in whole, by further agreement in writing and signed by all parties to this Agreement.
22. LAW
This Agreement and the contract arising out of this Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of England and Wales.
23. SIGNATURES
23.1. The Borrower
Executed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
23.2. The Lender
Executed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
LOAN AGREEMENT
DATED:
________
1. THE PARTIES
1.1 The Lender
The Lender is ________, incorporated in England and Wales with company registration number ________ and whose registered office is at:
________
(the Lender)
1.2 The Borrower
The Borrower is ________ incorporated in England and Wales with company registration number ________ and whose registered office is at:
________
(the Borrower)
IN CONSIDERATION of the Lender advancing the Loan Amount to the Borrower as a loan, and the Borrower having agreed to act and make payment to the Lender in accordance with this Agreement, it is agreed that:
2. INTERPRETATION
2.1. This Agreement and any documents referred to in it represents the entire agreement between the parties in relation to the Loan and supersedes all previous offers, agreements and/or understanding whether written or oral relating to the subject matter hereof.
2.2. Each of the parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
2.3. Nothing in this agreement shall operate to limit or exclude any liability for fraud.
2.4. In this Agreement:
a. the words "include", "includes" and "including" are deemed to be followed by the words 'without limitation'
b. the word "liability" includes all costs, loss, damage, expenses and claims incurred or suffered by the relevant party
c. words introduced by the word 'other' do not have restrictive meaning even where preceded by words indicating or referring to a particular class of acts, things or matters.
2.5. In this Agreement unless otherwise specified:
a. a reference to one gender shall include a reference to the other gender
b. a reference to the plural is a reference to the singular and vice versa
c. headings are inserted for the convenience of the parties and shall not be considered in the interpretation of this agreement
d. reference to clauses is a reference to a clause under this Agreement
e. a reference to legislation is a reference to all legislation having effect in England and Wales at any time during the Term, Acts of Parliament, orders, regulations, consents, licenses, notices, and bye laws made or granted under any Act of Parliament or made or granted by a local authority or by a court of competent jurisdiction and any approved codes of practice issued by a statutory body; and
f. a reference to particular legislation is a reference to that legislation as amended, consolidated or re-enacted from time to time and all subordinate legislation made under it from time to time, as such is in force at the present time.
3. DEFINITIONS
The following definitions will apply throughout this Agreement:
3.1. The Commencement Date
means the ________.
3.2. Business Day
means a day (other than Saturday and Sunday) on which banks are open for normal banking.
3.3. The Loan
means the loan arrangement created under this Agreement.
3.4. The Loan Amount
means the Loan Amount advanced by the Lender to the Borrower is £________ (________).
3.5. The Loan Date
means ________.
3.6. Indebtedness
means all outstanding payable sums, including any unpaid interest and any outstanding charges incurred by the Borrower and owed to the Lender in accordance with this Agreement.
3.7. The Outstanding Loan
means the amount of the Loan Amount that remains unpaid and owing to the Lender after any sums paid by the Borrower and applied towards the Loan Amount have been taken into account.
3.8. The Interest Rate
Means the rate of ________% per year.
3.9. The Loan Term
means the term of the Loan which will be ________ calendar months.
3.10. The Repayment Date
means the date falling exactly ________ calendar months from the commencement of this Agreement.
3.11. The Instalment
means the monthly equal instalment of sum of £________ (plus interest, calculated accordingly).
3.12. Payment Day
means the first Payment Day which will fall one calendar month from the commencement of this Agreement and every month thereafter on the same day of each calendar month, that being the same day of each month as the day of the month on which this Agreement commences. If a month doesn't have the same day of the month as that on which this Agreement commences, the Payment Day for that month only will be the last day of that calendar month, for example:
if this Agreement were to commence on 13th December, the Instalment would be payable on the 13th of each month but if this Agreement were to commence on 30th December, the Instalment would be payable on the 30th of every month, except for February when the Instalment would be payable on 28th February.
3.13. Final Payment Day
means the Final Payment Day which will fall exactly ________ calendar months from the Commencement Date.
3.14. Event of Default
means any event set out in the Events of Default section below.
4. AGREEMENT TO LEND
4.1. The Lender agrees to lend the Loan Amount to the Borrower in accordance with the terms of this Agreement.
4.2. The Lender will advance the Loan Amount to the Borrower by no later than the end of the day on ________.
4.3. It is agreed that the Loan Amount shall be paid to:
________
5. REPAYMENT
5.1. The Borrower shall promptly pay each Instalment (plus interest, calculated in accordance with the Agreement) on the Payment Day throughout the Loan Term.
5.2. On the Final Payment Date any Outstanding Loan and all Indebtedness will be repaid in full by the Borrower.
5.3. Should any Event of Default occur any Outstanding Loan and Indebtedness will become payable by the Borrower within 10 Business Days from the Event of Default.
5.4. The Outstanding Loan and Indebtedness shall be paid without deduction or set off in pounds sterling to such account or accounts as may be specified by the Lender.
6. PAYMENT METHOD
All payments will be paid by the Borrower to the Lender by direct debit with the following details:
________
7. DEFAULT
7.1. An Event of Default occurs if:
7.1.a. the Borrower suffers a change of control without the prior written consent of the Lender or is the subject of any trade sale, flotation or refinancing; and "change of control" means any event in which either:
7.1.b. more than fifty-one percent (51%) of the voting power of the Borrower vests with a company other than a subsidiary of the Borrower by equity purchase, contract or otherwise;
7.1.c. a company other than a subsidiary of the Borrower acquires the right to direct more than fifty-one percent (51%) of the voting rights in the Borrower;
7.1.d. if the Borrower issues, allots, buys back or redeems any shares in its capital, makes any changes to its memorandum and articles of association or alters any rights attaching to the issued shares without the prior notification or approval in writing of the Lender;
7.1.e. any event occurs which with the giving of notice and/or lapse of time and/or making of a determination would constitute an Event of Default;
7.1.f. a petition is presented or a resolution is passed for winding up the Borrower;
7.1.g. the Borrower fails to perform and observe any of its undertakings or obligations under this Agreement;
7.1.h. the Borrower fails to make any payment due under this Agreement on the due date;
7.1.i. a material adverse change occurs in the opinion of the Lender in the assets, financial condition, results of operations, prospects or business or affairs of the Borrower;
7.1.j. any representation or warranty made by the Borrower pursuant to this Agreement or any statement delivered or made pursuant to it is incorrect;
7.1.k. in the reasonable opinion of the Lender the business or operations of the Borrower are not being responsibly or efficiently conducted or the financial or other information provided to the Lender concerning the business or affairs of the Borrower is unsatisfactory;
7.1.l. any encumbrancer takes possession of or a receiver, administrative receiver or administrator is appointed in respect of all or a substantial part of the undertaking, property and assets of the Borrower or circumstances arise which entitle any person to make such appointment or a petition is presented for an administration order or a winding up order in respect of the Borrower;
7.1.m. the Borrower is unable to pay its debts within the meaning of section 123(1)(a)of the Insolvency Act 1986 (or any statutory re-enactment thereof);
7.1.n. a proposal for a voluntary arrangement is made to the Borrower and its creditors pursuant to section 1of the Insolvency Act 1986 (or any statutory modification or re-enactment thereof);
7.1.o. documents are filed for the appointment of an administrator of the Borrower or notice of intention to appoint an administrator is given by the Borrower or its directors or by a qualifying floating charge holder (as defined by paragraph 14 of Schedule B1 of the Insolvency Act 1988)
8. 8585855885
888 8528 2525882 52525 2588 825222222 8888 82 2585 82 2588 8825252 822-222, 825222588582 25 525582822 225 522 885828 25 22525 25222228 2552 82 252 82552825 22525 2552 82 5882555282 8825 2588 825222222.
9. INTEREST
9.1. Simple Interest is payable on the Loan.
9.2. Interest is calculated at the Interest Rate on the Outstanding Loan Amount and accrues daily.
9.3. Interest is due and payable on the Payment Day
9.4. Where payments are late, Interest will accrue daily on the total amount of Indebtedness at the Interest Rate until all Indebtedness is paid in full (or until court order).
10. PREPAYMENT
The Borrower may prepay the whole or any part of the Loan at any time.
11. REPRESENTATIONS AND WARRANTIES
11.1. The Borrower acknowledges, represents and warrants to the Lender as follows:
11.1.a. it is a company duly incorporated and validly existing under the laws of England and Wales;
11.1.b. it has power to own its assets and conduct its business as it is now being conducted together with the power to sign and deliver this Agreement and to exercise its rights and perform its obligations under this Agreement;
11.1.c. the signature and delivery of this Agreement on its behalf and its exercise of rights and performance of obligations under this Agreement are not prohibited by law, regulation or order or by its constitutional documents; do not require any approval, filing, registration or exemption; and are not prohibited by, and do not constitute an event of default under, and do not result in an obligation to create security under, any document or arrangement to which it is a party;
11.1.d. the execution on behalf of the Borrower of the Agreement or form of acceptance endorsed on this Agreement has been validly authorised and the obligations expressed as being assumed by the Borrower under this Agreement constitute valid, legal, binding and enforceable obligations of the Borrower enforceable against the Borrower in accordance with their terms;
11.1.e. neither the execution and delivery of this Agreement or the form of acceptance endorsed on this Agreement by the Borrower nor the performance or observance of any of its obligations under this Agreement will
i). conflict with, or result in any breach of any law, statute, regulation, indenture, mortgage trust deed, agreement, constitutional documents, or other instrument, arrangement, obligation or duty by which the Borrower is bound
ii). cause any limitation on any of the powers whatsoever of the Borrower howsoever imposed, or on the right or ability of the directors of the Borrower to exercise such powers, to be exceeded.
11.1.f. the Borrower is not aware of any default under any law, statute, regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement, obligation or duty by which it is bound;
11.1.g. no litigation or administrative or arbitration proceeding before or of any court, governmental authority or arbitrator is presently taking place, pending or (to the best of the knowledge, information and belief of the Borrower) threatened against or against any of the assets of the Borrower which might have a material adverse effect on their business, assets, condition or operations or might adversely affect its ability to perform its obligations under this Agreement;
11.1.h. the Borrower is validly existing and in good standing and has obtained all licences, permissions and consents required for the carrying on of its business in all relevant jurisdictions and the Borrower has complied with all conditions attaching to such licences, permissions and consents as are in the name of the Borrower;
11.1.i. ranking of Obligations: its obligations under this Agreement rank at least above all its other present and future unsecured and unsubordinated obligations subject to certain categories of its other obligations which will, however, be preferred in a liquidation by virtue of mandatory provisions of statute;
11.1.j. the borrowing of the full amount available under this Agreement will not cause any limitation on the powers to borrow of it or its directors to be exceeded;
11.1.k. all information supplied by it to the Lender in connection with this Agreement is true, accurate and complete in all material respects. It is not aware of any material facts or circumstances which have not been disclosed to the Lender which might, if disclosed, adversely affect the decision of a person considering whether or not to lend to the Borrower;
11.1.l. no termination event or potential termination event being an Event of Default has occurred and remains unremedied or unwaived;
11.1.m. it is not aware of any breach of any law, regulation, agreement or arrangement applicable to it or any of its assets;
11.1.n. it will comply and ensure that any of its subsidiaries comply with all applicable laws and regulations and the terms of all permits, authorisations and licences (including, amongst all other matters, all laws, regulations, permits, authorisations and licences relating to intellectual property matters).
12. UNDERTAKINGS
The Borrower agrees to be bound by the following undertakings and shall:
12.1. give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or other event which, with the giving of notice and/or lapse of time and/or upon the Lender making the relevant determination, would constitute an Event of Default.
12.2. for so long as the Loan and Indebtedness remains owing to keep the Lender fully and promptly informed to such extent and in such form as the Lender may from time to time require with particulars of any matter which is relevant to this Agreement or the Borrower adherence to this Agreement.
12.3. not, without the prior written consent of the Lender and whether by a single transaction or by a series of transactions (related or not) sell, transfer, lend or otherwise dispose of (in any such case otherwise than in the ordinary course of trading) the whole or any substantial part of its business or assets or make any change in the nature of the business of the Borrower for the time being and from time to time.
12.4. settle the debts incurred by it in the ordinary course of the business, including (without limitation) trade creditors.
12.5. conduct and carry on its business in a proper, efficient and businesslike manner and not make any substantial alteration in the nature of or mode of conduct of that business and keep or cause to be kept proper books of accounts relating to such business.
13. NOTICES
13.1. Any notice or service to the Lender or Borrower under this Agreement shall be addressed and delivered to the Lender or Borrower at the relevant address stated above.
13.2. Any notice or communication under this Agreement shall be given by first class prepaid post, email addressed to the relevant party.
13.3. Any notice or communication notice shall be deemed to have been given:
i). if left at the relevant address on the day it was so left;
ii). if sent by first class prepaid post, two (2) weekdays after the time when the demand was put in the post (and in proving delivery it shall be sufficient to prove that the same was properly addressed and put in the post).
except if receipt is not on a Business Day, in which case the next following Business Day.
14. 558552585 82 8888585
552 82552825 85588 82 22282825 22 5285282 22 5 825222222 22 5882522 2522 252 222525 8528822 252 22258 22 252 85282525822 2252, 52225282 525 525282252288 52 252 5522 22 5285282, 22222525 8825 5 88525582 22 522 25222228 2528825882 2552 525 252 82828 22 85282525822 8282, 52225282 525 525282252288 52 252 5522 22 2585 2522222
15. ASSIGNMENT
15.1. The Borrower may not assign, charge, mortgage, transfer or otherwise encumber or deal in any manner with any of its rights or obligations under this Agreement without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed).
15.2. The Lender may assign or transfer any of its rights or obligations (in whole or part) under this Agreement with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
16. JOINT AND SEVERAL LIABILITY
Where any party comprises more than one person the obligations and liabilities of that party under this agreement shall be the joint and several obligations of those persons.
17. SEVERABILITY
Each of the provisions of this agreement is severable and distinct from the others, and if at any time one or more provisions is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions is not to be affected or impaired in any way.
18. WAIVER
No failure or delay by the Lender in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. No waiver, compromise agreement, or other dealing with one person jointly and severally liable shall affect or reduce the liability of any other such person.
19. CUMULATIVE REMEDIES
The rights and remedies provided by this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
20. BENEFIT
This Agreement shall be binding upon and endure to the benefit of each party to this Agreement, and their successors and permitted transferees and assigns.
21. VARIATION
This Agreement may only be amended or modified either in part or in whole, by further agreement in writing and signed by all parties to this Agreement.
22. LAW
This Agreement and the contract arising out of this Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of England and Wales.
23. SIGNATURES
23.1. The Borrower
Executed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
23.2. The Lender
Executed by ________ acting by a
(director and its secretary) OR (two directors)
First Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
Second Signatory
Signature.....................
Name:
Director/Secretary
Date:
Address:
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