Release of Loan - Template, Sample Form to Fill out Pro · AU-law

DEED OF RELEASE AND DISCHARGE OF LOAN

This Deed of Release and Discharge of Loan ("this Deed") is made on ________

BETWEEN

The Lender:

________ (ABN/ACN ________)

of the following address:

________

AND

The Borrower:

________ (ABN/ACN ________)

of the following address:

________

(each a "Party" and together the "Parties").

BACKGROUND

(A) The Lender lent the sum of $________ (________) to the Borrower ("the Loan") under a loan agreement dated ________, a copy of which is attached to this Deed ("the Agreement").

(B) The Borrower has complied with all of the Borrower's obligations for repayment of the Loan and any accrued interest under the Agreement.

(C) The Lender intends to release and discharge the Borrower from any and all of the Borrower's obligations under the Agreement.

(D) In consideration for the full repayment of the Loan and any accrued interest by the Borrower, and the agreements and covenants set out in this Deed, the Parties agree as follows.

1. DEFINITIONS

In this Deed, unless the context otherwise requires:

"Agreement" means the loan agreement dated ________, a copy of which is attached to this Deed.

"Borrower" means ________.

"Business Day" means a day which is not a Saturday, Sunday or public holiday in ________.

"Deed" means this Deed of Release and Discharge of Loan.

"Deed Date" means ________.

"Lender" means ________.

"Loan" means the loan of $________ (________) from the Lender to the Borrower under the Agreement.

"Parties" means the parties to this Deed and "Party" means any one of them.

"PPSA" means the Personal Property Securities Act 2009 (Cth).

2. INTERPRETATION

In this Deed, unless the context otherwise requires, the following rules of interpretation apply:

(a) Words referring to one gender include every other gender.

(b) Words in the singular include the plural and words in the plural include the singular.

(c) If a word or phrase is defined in this Deed, any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in ________.

(f) If something must be done under this Deed on or before a particular date and that date is not a Business Day, then it must be done on or before the next Business Day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included for convenience only and do not affect the interpretation of this Deed.

(i) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(j) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(k) A reference to a Party also includes that Party's successors, assigns, executors, administrators, legal personal representatives and any person substituted by way of novation.

(l) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.

3. RELEASE AND DISCHARGE

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4. SUFFICIENCY OF PAYMENT

The Lender acknowledges receipt of, and the sufficiency of, the Borrower's repayment of the Loan and any accrued interest as good and valuable consideration for the release and discharge granted under this Deed.

5. RETURN OF DOCUMENTS AND DISCHARGE OF SECURITY

(a) Upon execution of this Deed, the Lender must return to the Borrower the original Agreement together with any other documents, securities, instruments or title documents held by the Lender in connection with the Loan.

(b) The Lender must, at its own cost and within a reasonable time, do all things reasonably necessary to discharge, release or remove any mortgage, security interest, charge or encumbrance granted in connection with the Loan or the Agreement, including (where applicable) registering a financing change statement to discharge any registration on the Personal Property Securities Register under the PPSA.

6. WARRANTIES REGARDING LEGAL ADVICE

(a) Each Party (referred to in this clause as the "Warranting Party" as the context requires) warrants that:

(i) the Warranting Party fully understands the terms of this Deed;

(ii) the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and has either:

(A) taken such independent legal advice; or

(B) elected not to take such independent legal advice; and

(iii) the Warranting Party has not been induced to enter into this Deed by any representation made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative, except as expressly provided in this Deed.

(b) This clause survives termination or expiration of this Deed.

7. CONFIDENTIALITY

(a) Subject to this clause, the Parties each agree to keep the provisions of this Deed confidential.

(b) Notwithstanding sub-clause (a), a Party may disclose the details of this Deed ("Details"):

(i) to its legal, financial or accounting advisors ("Advisors"), provided that the disclosing Party first ensures that those Advisors are bound to keep the Details confidential on terms at least as onerous as those in this Deed; or

(ii) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.

(c) This clause survives termination or expiration of this Deed unless the Parties agree otherwise in writing.

8. ENTIRE AGREEMENT

In relation to its subject matter, this Deed constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, representations, negotiations and agreements, whether written or oral.

9. LEGAL COSTS AND STAMP DUTY

Each Party must pay its own legal costs of and incidental to the negotiation, preparation and execution of this Deed. The Borrower must pay any stamp duty (and any fines, penalties or interest) assessed on or in respect of this Deed, if any.

10. GENERAL PROVISIONS

(a) GOVERNING LAW AND JURISDICTION: This Deed is governed by the laws of ________ and any applicable federal law of the Commonwealth of Australia. The Parties submit to the non-exclusive jurisdiction of the courts of ________ and the courts competent to hear appeals from them.

(b) LANGUAGE: All communications and notices made or given under this Deed must be in the English language.

(c) AMENDMENTS: This Deed may only be amended in writing signed by both Parties.

(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Deed, any rights, remedies or powers which a Party acquires under this Deed are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided, nothing in this Deed reduces, extinguishes, postpones, restricts or otherwise limits any right, remedy or power which a Party may have.

(e) SURVIVAL OF OBLIGATIONS: On termination or expiration of this Deed, any provisions which by their nature would be expected to survive remain in full force and effect, including those provisions expressly stated to survive termination or expiration.

(f) NO WAIVER: No power or right created under this Deed is deemed to have been waived by any act or acquiescence of a Party. A power or right may only be waived in writing signed by the Party waiving it. No waiver constitutes a waiver of any other power or right, or of the same power or right on a future occasion. Failure of a Party to enforce any term of this Deed does not constitute a waiver of that term or any other term.

(g) SEVERABILITY: If any provision of this Deed is held to be unenforceable, this Deed is deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Deed, valid and enforceable. If a court declines to amend this Deed as provided, the invalidity or unenforceability of any provision does not affect the validity or enforceability of the remaining provisions, which are to be enforced as if the offending provision had not been included.

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(i) FORCE MAJEURE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, acts of nature and natural disasters, pandemics, labour or transportation disputes, and other acts due to unforeseen circumstances.

(j) COUNTERPARTS: This Deed may be executed in any number of counterparts, each of which when executed and delivered (including by electronic means) is an original, and all of which together constitute one and the same instrument.

(k) FURTHER ASSURANCES: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do, all things and sign, execute and deliver all documents, agreements and instruments reasonably required to give effect to this Deed and to the rights and obligations of the Parties created under it.

EXECUTED AS A DEED ON ________

Signed, Sealed and Delivered by ________:

____________________________________
Signature of Lender

________

In the presence of:

____________________________________
Witness Signature

____________________________________
Witness Name: ________

____________________________________
Witness Occupation: ________

____________________________________
Witness Address: ________

Signed, Sealed and Delivered by ________:

____________________________________
Signature of Borrower

________

In the presence of:

____________________________________
Witness Signature

____________________________________
Witness Name: ________

____________________________________
Witness Occupation: ________

____________________________________
Witness Address: ________

ATTACH HERE A COPY OF THE PREVIOUS AGREEMENT BETWEEN THE PARTIES (IN WHICH THE LENDER AGREED TO PROVIDE THE LOAN TO THE BORROWER).