“Participant Register” has the meaning specified therefor in Section 12.07(g). “Notice of Borrowing” has themeaning specified therefor in Section 2.02(a). “New Lending Office” has the meaning specified therefor in Section 2.09(b)(i).
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This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral. The Borrower shall repay the Loan Amount to Halo trading platform the Lender in monthly installments of $(insert amount) on the (day) of each month. If payment is not made within (number) days of the due date, a late fee of (amount) will be assessed. Use this Financial Agreement Template to create a lawfully crucial warranty that sketches the terms and conditions of an economic agreement between two or more parties. A finance agreement may be deemed unconscionable if its terms are grossly unfair or oppressive to one party. LOIs are commonly used in the shipping industry, where the recipient’s bank provides a guarantee that it will pay the shipping company once the goods are received.
What legal considerations should I be aware of when engaging in cross-border financing?
The obligations of each Qualified ECP LoanParty under this Section 12.25 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 12.25constitute, and this Section 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section1a(18(A)(v)(II) of the CEA . (a) The Agents shall have no duties or responsibilities except those expresslyset forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship inrespect of any Lender.
To that end, Service Provider and Service Provider’s representatives,agents and employees shall not directly or indirectly make an offer, payment or authorize a payment, gift or anything of value for the purpose of influencing an act or decision of any government official in order to obtain or retain sales under thisAgreement. Service Provider hereby represents, warrants and covenants that it has thepersonnel, facilities and resources required to discharge and will discharge the Services contemplated by this Agreement in a timely and efficient manner. Service Provider further represents, warrants and covenants that it has the administrative,business and technical experience and expertise to perform such services in a competent and professional manner. Use LegalMatch today to help you find a qualified attorney to assist you with your financial agreement, ensuring that your interests are protected, and the agreement complies with applicable laws. As a result, her business struggles to make the loan payments, leading to financial difficulties and the eventual loss of some contracts due to the inability to upgrade the equipment as planned.
“Revolving Credit Commitment” means with respect to each Lender, the commitment of such Lender to make Revolving Loans to theBorrowers pursuant to its Revolving Credit Commitment, as applicable, in an aggregate amount pursuant to all such commitments of such Lender not to exceed the amount set forth opposite such Lender’s name in Schedule 1.01(A) hereto, as suchamount may be terminated or reduced from time to time in accordance with the terms of this Agreement (and shall also mean, as the context require, any Revolving Credit Commitment of any Lender). “Net Amount of Eligible Accounts Receivable” means the aggregate unpaid invoice amount of EligibleAccounts Receivable less, without duplication, sales, excise or similar taxes, returns, discounts, chargebacks, claims, advance payments, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed withrespect to such Eligible Accounts Receivable. “Highest Lawful Rate” means, with respect to any Agent or any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to such Agent or such Lender which arecurrently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow. “Exchange Risk Reserve” means, with respect to each Revolving Loan advanced or Letter of Credit issued in one currency inreliance on the value of Collateral denominated in another currency, an amount determined from time to time based on the Dollar Equivalent of the outstanding principal amount of such Revolving Loan or the Maximum Undrawn Amount of such Letter ofCredit (in each case, to the extent such amount relies on the value of Collateral denominated in another currency) multiplied by the currency volatility index of the currency in which such Revolving Loan is advances or such Letter of Creditis issued as compared to the currency in which the applicable Collateral is denominated (as such currency volatility index is calculated and determined by Administrative Agent in the ordinary course of its business from time to time).
Notwithstanding any of the foregoing, Obligations shall not include any Excluded Hedge Liabilities. Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it areceiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any otherstate or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parentcompany thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs ofattachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a DefaultingLender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender, subject to Section 4.04(d), upon delivery of written notice of such determination tothe Administrative Borrower, each L/C Issuer and each Lender.
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I. PARTIES
Upon termination or expiration of this Agreement, Service Provider shall diligently trading strategy guides coupon codes cooperate with SPML to effect a smooth and orderly transition. Show your financial pitch deck information using our editable template slides. This clause ensures that if any part of the agreement is found invalid or unenforceable, the rest of the agreement will still be in effect. The Borrower shall pay interest on the Loan Amount at the rate of (insert percentage)% per annum.
“Settlement Period” has the meaning specified therefor in Section 2.02(d)(i) hereof. “Securitization” has the meaning specified therefor in Section 12.07(i). “Revolving Loan” means the loans made by Revolving Loan Lenders to the Borrowers pursuant to Section 2.01(a)(i). “Revolver Extension Request” has the meaning specified therefor in Section 2.11. “Revolver Credit Extension” has the meaning specified therefor in Section 2.11.
During much of my career, I provided outside legal services on a recurring basis for several years advising several high growth start-ups and venture firms as well as house hold names, and also led one of the country’s fastest growing infrastructure resellers and managed services providers.My core competencies include contract review, commercial negotiation, legal operations, information security, privacy, supply chain and procurement, alliances and channel sales, HR, and general corporate. I am passionate about leveraging my legal skills to achieve business solutions, supporting innovation and growth in the technology sector, and helping maximize the commercial flow and efficiency at growing companies. I hold an undergraduate business degree, a JD, a MSBA Taxation, and certifications from the California Bar Association, Six Sigma, and ISM. Each Lender that is subject to the requirements of theUSA PATRIOT Act hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the entities composing the Borrowers, which information includes the nameand address of each such entity and other information that will allow such Lender to identify the entities composing the Borrowers in accordance with the USA PATRIOT Act. Each Loan Party agrees to take such action and execute, acknowledge anddeliver at its sole cost and expense, such instruments and documents as any Lender may reasonably require from time to time in order to enable such Lender to comply with the USA PATRIOT Act. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrowers, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (andstated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”).
These requirements are designed to protect both parties’ interests and uphold the agreement’s integrity. Failing to meet these prerequisites could result in the agreement being declared invalid, which could lead to complications and disputes down the line. Misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction, (ii) to the extent arising from any dispute between or among any Indemnitees, on theone hand, and ACON and/or the Borrowers or any of their Affiliates, on the other hand, to the extent that ACON and/or the Borrowers or any of their Affiliates prevails in such dispute, as determined by a final judgment of a court of competentjurisdiction, and (iii) any dispute solely among Indemnities not involving the Loan Parties. (f) any other circumstance (including, without limitation, any statute oflimitations) or any existence of or reliance on any representation by the Agents, the Lenders, the Bank Product Providers or the L/C Issuer that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any otherguarantor or surety.
“Requirements ofLaw” means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines,ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, anyGovernmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “Operating Lease Obligations” means all obligationsfor the payment of rent for any real or personal property under leases or agreements to lease, other than Capitalized Lease Obligations. “Inventory” means, with respect to any Person, all inventory (as that term is defined in the Uniform Commercial Code) and allgoods and merchandise of such Person, including, without limitation, all raw materials, work-in-process, packaging, supplies, materials and finished goods of everynature used or usable in connection with the shipping, storing, advertising or sale of such goods and merchandise, whether now owned or hereafter acquired, and all such other property the sale or other disposition of which would give rise to anAccount Receivable or cash. “Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor, adjustablestrike cap, adjustable strike corridor, cross-currency swap or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, withoutlimitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements, and (without limiting the generality of any of the foregoing) specifically including any foreign exchange transaction,including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies,non-deliverable forwards and options, foreign currency swap agreements, and currency exchange rate price hedging arrangements), and any confirmation executed in connection with any such agreement orarrangement.
- “Senior Leverage Ratio” means, with respect to any Person and its Subsidiaries forany period, the ratio of (a) the amount of Consolidated Funded Indebtedness of such Person and its Subsidiaries as of the end of such period (excluding any Subordinated Indebtedness of such Person and its Subsidiaries then outstanding) minusQualified Cash of such Person and its Subsidiaries in excess of $2,000,000 as of the end of such period to (b) Consolidated EBITDA of such Person and its Subsidiaries for such period.
- “Law(s)” means any law(s) (including common law), constitution, statute, treaty, regulation, rule,ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with anyGovernmental Authority, foreign or domestic.
- He has experience with company formation and restructuring, capital and equity planning, tax planning and tax controversy, contract drafting, and employment law issues.
- For example, Lisa, a business owner, enters into a finance agreement with a lender to obtain funds for purchasing new equipment for her company.
- Schedule 6.01(v) sets forth a complete and accurate list as of the Effective Date of all deposit,checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each Loan Party, together with a description thereof (i.e., the bank or broker dealer at whichsuch deposit or other account is maintained and the account number and the purpose thereof).
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It’s a proactive way to manage potential disputes over finances and property. This Assignment Agreement may be executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement byfacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart. As of the Settlement Date (a) the Assignee shall be a party to the Financing Agreement and, to the extent of the interest assignedpursuant to this Assignment Agreement, have the rights and obligations of a study for coming to the trade Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement,relinquish its rights and be released from its obligations under the Financing Agreement and the other Loan Documents. In accordance with the terms and conditions of Section 12.07 of the Financing Agreement, the Assignor herebysells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligationsowing to the Assignor, and the Assignor’s portion of the Loans as specified on Annex I.
The provisions of this Section 4.05 shall remain in effect until all of the Obligations shall have been Paid in Full. (d) Notwithstanding anything to the contrary, (i) inno event shall the final maturity date of any Extended Revolving Credit Commitment at the time of establishment thereof be earlier than the Final Maturity Date, (ii) the amount of the Extended Revolving Credit Commitments shall not include anyscheduled decrease prior to the Final Maturity Date, and (iii) any Extended Revolving Credit Commitment may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatoryrepayments or prepayments hereunder, in each case as specified in the respective Revolver Extension Request. (i) The obligations of the parties under this Section 2.09 shall survive the termination of this Agreement and thepayment of the Loans and all other amounts payable hereunder. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that isa participation holder, on or before the date such participation holder becomes a Transferee hereunder).
