SHAREHOLDER LOAN AGREEMENT
This Shareholder Loan Agreement (the “Agreement”) is effective as of [DATE],
BETWEEN: [SHAREHOLDER NAME] (the "Shareholder"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:
AND: [COMPANY NAME] (the "Borrower"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:
WHEREAS, the Shareholder desires to loan funds to the Borrower for the Borrower's operations;
WHEREAS, the Parties wish to memorialize the terms and conditions governing the Loan;
WHEREAS, for the purposes of this Agreement, the Shareholder is willing (i) to be deemed to have accepted the Borrower’s assertion that no Existing Default has occurred, (ii) to be deemed to have withdrawn the Default Notice, retroactively, as of [SPECIFY DATE], and (iii) to accept the Borrower’s proposal so to restructure the Loan and other Secured Obligations, all on the terms and conditions provided herein;
WHEREAS, both the Parties affirm to understand all of the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought guidance.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
AND INTEREST RATE
The Shareholder shall loan a total of
to the Borrower to finance the operations of the Borrower's business (the "Loan").
The Loan shall bear interest at the
per annum, compounded annually. The
arties shall calculate the interest based on a
consisting of twelve months. Interest will accrue until repayment of the Loan. The amount owed to the Shareholder shall be calculated as the Loan plus accrued interest thereon (the "Loan Amount").
to pay any sum payable under this
Borrower shall from time to time on demand pay interest on such sum from and including the due date to the date of actual payment (after as well as before judgment) at a per annum interest rate equal to
% above the interest rate.
The Loan Amount shall be due and payable on
(the “Maturity Date”), provided that the Borrower has enough cash flow to repay the Loan Amount without adversely affecting its then-current business activities. In the event the repayment of the
oan would adversely affect the then-current business activities of the Borrower, the Maturity Date shall be postponed until the Borrower has enough cash flow to repay the Loan Amount without adversely affecting its then-current business activities.
At any time, the Borrower, with one
prior written notice, may repay the entire Loan Amount to the Shareholder without penalty.
OF THE BORROWER
The Borrower hereby agrees neither to invest in any new business in any other country
nor shall it pay dividends to any
shareholders of the Company unless and until the entire Loan
along with the interest
has been repaid by it to the
If any of the following events of default occur, this Agreement and any other obligations of the Borrower to the
shall become due immediately, without demand or notice.
Failure of the Borrower to pay the principal and any accrued interest when due.
The filing of bankruptcy proceedings involving the Borrower as a debtor.
The application for the appointment of a receiver for the
The making of a general assignment for the benefit of the Borrower’s creditors
The insolvency of the Borrower
A misrepresentation by the Borrower to the
for the purpose of obtaining or extending credit
the Borrower shall be in default if there is a sale, transfer, assignment, or any other disposition of any assets pledged as security for the payment of this Loan Agreement, or if there is a default in any security agreement which secures this
CONDITIONS TO EFFECTIVENESS
The Borrower shall have made the
to the Shareholder
as and when expressly provided in
herein (with time being of the essence).
This Agreement and all other instruments, documents, and agreements contemplated herein shall have been duly executed and delivered by the respective
arties hereto and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the
All action on the part of the Borrower necessary for the valid execution and performance by the Borrower pursuant to this Agreement
and all instruments, documents, and agreements contemplated herein shall have been duly and effectively taken.
No modification to, waiver of, or cancellation of any term of this Agreement shall be valid unless it is in writing and signed by both Parties.
Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Parties at the addresses contained in this Agreement or as the
arties may later designate in writing at the address provided by the Parties.
LEGAL AND BINDING
This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal
binding in [COUNTRY]. The Parties each represent that they have the authority to enter into this Agreement.
ALTERNATIVE DISPUTE RESOLUTION
In the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation.
If the dispute is not resolved within a period of [
DAYS] days then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of [STATE/PROVINCE]
The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within [STATE/PROVINCE].
In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
greement, and any documents referred to in it, constitute the whole
greement between the
arties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the
arties acknowledges and agrees that in entering into this
it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this
greement or not) relating to the subject matter of this
greement, other than as expressly set out in this
LANGUAGE AND GOVERNING LAW
This Agreement shall be governed by and construed and enforced in accordance with the laws of the [STATE/PROVINCE]
, which law shall prevail in the event of any conflict of the
arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the
arties relating to this Agreement be drafted in English
IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].
Authorized Signature Authorized Signature
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