Loan Agreement - Template Form to Create Word & PDF Pro · EN-CA-law

LOAN AGREEMENT

(________)

This loan agreement (the "Agreement") is dated ________ and is between:

________, a corporation incorporated under the laws of ________ (corporate registration / access number ________), having an address at:

________

(hereinafter the "Borrower"); and

________, a corporation incorporated under the laws of ________ (corporate registration / access number ________), having an address at:

________

(hereinafter the "Lender"),

(each of them a "Party", and collectively, the "Parties").

WHEREAS the Borrower wishes to borrow a certain amount of money from the Lender;

AND WHEREAS the Lender agrees to lend monies to the Borrower, and the Parties wish to record the terms and conditions of such loan;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement the following terms have the meanings set out below:

"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, on which chartered banks are generally open for business in the Province.

"Commencement Date" means the earlier of the date of execution of this Agreement by both Parties and the date on which the Loan Principal is advanced to the Borrower.

"Loan Principal" means the sum advanced by the Lender to or at the direction of the Borrower in the amount of $________ (________).

"Material Adverse Change" means any change in the circumstances of the Borrower that the Borrower knows, or ought reasonably to know, will materially and adversely affect its capacity to perform its obligations under this Agreement.

"Outstanding Amount" means the aggregate of the Loan Principal together with any interest accrued, costs, fees and any other amounts owing to the Lender under this Agreement.

"Province" means the Province of ________.

"Repayment Date" means the date on which the final instalment falls due for payment, being a date falling ________ calendar weeks after the Commencement Date, or such other date as the Lender and the Borrower agree in writing.

1.2 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, references to a statute include any amendment or re-enactment of it, and headings are for convenience only and do not affect interpretation.

2. The Loan

2.1 The Lender agrees to advance the Loan Principal of $________ to the Borrower on and subject to the terms of this Agreement.

2.2 The Loan Principal shall be advanced on ________ by way of ________.

3. Interest and Repayment

(a) The Borrower shall repay the Loan Principal on or before the Repayment Date. Interest shall accrue on the Outstanding Amount at the rate of ________ percent (%) per annum, calculated ________ and not in advance. Where no interest is payable, the rate shall be recorded as zero percent (0%).

(b) The Borrower shall make payment of fixed weekly instalments, each calendar week, for a period of ________ weeks. Each instalment shall be in the amount of $________, the first instalment being due on ________.

(c) The Borrower may prepay the whole or any part of the Outstanding Amount at any time, without bonus or penalty, upon providing prior written notice of its intention to do so to the Lender.

(d) Any payment made by the Borrower shall be applied by the Lender in the following order:

(I) first, towards the payment of any accrued interest;

(II) secondly, towards any costs, expenses or fees accrued in relation to this Agreement;

(III) thirdly, towards the Loan Principal; and

(IV) fourthly, as a prepayment towards future payments due in accordance with this Agreement.

(e) The Lender will accept the following forms of payment:

________

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4. Borrower Undertakings

The Borrower provides the following undertakings to the Lender:

(a) that the Loan Principal shall be applied solely to the following purpose, referred to hereinafter as the "Approved Purpose":

________

(b) to make no counterclaim or set-off against any payment due under this Agreement and to make such payments on or before the date they fall due without any deduction whatsoever; and

(c) to provide prompt notice to the Lender of any Event of Default or Material Adverse Change.

5. Events of Default

(a) Each of the following events constitutes an event of default (an "Event of Default"):

(I) failure by the Borrower to comply with any of the covenants or obligations, express or implied, in this Agreement;

(II) failure by the Borrower in the due and punctual payment of any monies under this Agreement;

(III) the Borrower, being a trustee at the Commencement Date, ceasing to be the trustee;

(IV) the Borrower, being a corporation at the Commencement Date, going into liquidation, winding-up or receivership, or experiencing a Material Adverse Change;

(V) the Borrower, being a natural person at the Commencement Date, becoming bankrupt or making a proposal or consumer proposal under the Bankruptcy and Insolvency Act (Canada);

(VI) where the Lender reasonably believes that the Loan Principal has been applied by the Borrower to a purpose other than the Approved Purpose; and

(VII) the Borrower breaching any law, regulation, judgment, or administrative decision or decree, in circumstances where the Lender reasonably believes that such breach will have an adverse effect on the Borrower's ability to meet its obligations under this Agreement.

(b) Upon the occurrence of any one or more Events of Default, the Lender may, by notice in writing, declare the Outstanding Amount immediately due and payable, and the Borrower shall immediately repay the Loan Principal together with all accrued interest, costs and fees.

6. Costs and Expenses

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7. Notices and Communication

(a) Any notice or communication in relation to this Agreement must be in writing and delivered to the address specified for the relevant Party by one of the following methods:

(I) by personal delivery; or

(II) by ordinary or registered post.

(b) The service of any notice or communication shall be taken as effective:

(I) in the case of personal delivery, upon the relevant Party's receipt of it; or

(II) in the case of delivery by ordinary or registered post, the earlier of the relevant Party's actual receipt of it and the third Business Day after mailing.

(c) A notice in writing from the Lender, signed by an authorized representative, shall constitute prima facie proof of the Outstanding Amount and any other costs or fees payable by the Borrower.

8. Waiver

The exercise of any right or power under this Agreement may be exercised at the discretion of the Party to which the benefit of that right or power accrues. The failure to exercise, or delay in exercising, any right or remedy shall not constitute a waiver of it, nor shall any partial exercise of any right or power prevent a further exercise of that right or power.

9. Amendments

No amendment to this Agreement shall be valid unless made in writing and validly executed by both Parties.

10. No Assignment

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns, provided that a Party may only assign its rights or obligations under this Agreement with the prior written consent of the other Party.

11. Relationship of the Parties

Nothing in this Agreement shall be construed as constituting or creating any partnership, joint venture, agency or similar relationship between the Parties.

12. Severability

In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect as if the severed provision had never been included.

13. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all counterparts shall together constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by electronic transmission shall be deemed to be as effective as delivery of an originally executed counterpart.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed exclusively in accordance with the laws of the Province of ________ and the laws of Canada applicable therein. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of ________ in respect of any litigation arising from this Agreement, and to any other court having jurisdiction over a Party solely to enforce a judgment of a court of the Province of ________. Neither Party shall seek to enforce an order originating in any court other than the courts of the Province of ________.

15. Language

The Parties declare that they have requested, and hereby confirm their request, that this Agreement and all related documents be drawn up in English.

16. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements, representations and understandings, whether written or oral, between the Parties.

The Parties are signing this Agreement on the date stated in the introductory clause.

BORROWER

________________________________________________
________
Per: ________
Title: ________
Date: ________
I have authority to bind the corporation.

LENDER

________________________________________________
________
Per: ________
Title: ________
Date: ________
I have authority to bind the corporation.