LOAN AGREEMENT
This Loan
Agreement (The
"Agreement") is made at Mumbai on 13th day of January 2023.
BETWEEN
ABC Ltd, a company registered under
the provisions of the Companies Act, 1956 having CIN: ____________________ and
having its registered office at ______________________________ (hereinafter
referred to as the “Lender”) (which
expression shall, unless repugnant to the context or meaning thereof, mean and
include its successor in title).
AND
and having its registered office at ________________________________________ (hereinafter referred to as the “Borrower”) (which expression shall,
unless repugnant to the context or meaning thereof, mean and include its
successor in title).
The Lender and the Borrower are
hereinafter collectively referred to as the “Parties”.
WHEREAS Borrower is
an existing company operating in Overseas Education Consultancy Sector and to
meet a part of its increased requirement of funds for its working capital requirements
has approached the Lender with a request for a loan;
WHEREAS the Lender is willing
to grant a loan to the Borrower;
WHEREAS the Borrower desires to
obtain from the Lender a loan in the principal amount of INR 11,00,00,000 (Eleven
Crore Indian Rupees);
WHEREAS the Parties hereby wish
to set forth the terms and conditions agreed between them in that respect.
NOW,
THEREFORE, the Parties have agreed as follows:
1) Loan
Subject to the provisions of this
Agreement, the Lender shall pay to the order of the Borrower, the principal sum
of INR 11,00,00,000 (Eleven Crore
Indian Rupees) (the “Principal Amount”).
2) Duration
The LOAN is available to the
Borrower for a period of 1 (one) year (the “Term”) from the date of
disbursement of LOAN.
3) Interest
i.
Interest shall accrue on the
outstanding principal amount at the rate of 6.7 % (Six Point Seven Percent) per annum.
- Interest shall be paid by the
Borrower within 15 days following the interest payment date, such date
being the date of end of the loan term. However, should the
interest not be at the Lender’s disposal by the 15th day following the
interest payment date, a penalty will be charged to the Borrower. The
penalty will be calculated on the interest overdue at the interest rate
applicable to the loan enhanced by 2 percentage points and applying from
the first day that followed the interest payment date.
iii.
All payments by the Borrower to
the Lender hereunder shall be made into a bank account to be specified by the
Lender.
4) Security
The loan shall be granted
without any type of collateral.
5) Expenses
All legal and out-of-pocket
expenses incurred by the Lender in the granting of this loan and any subsequent
expenses incurred by the Lender thereto will be at the account of the Borrower.
6) Repayment
The
Borrower undertakes that at the end of the Term or at the time of such
termination as detailed in clause 8, to repay to the Lender the total
outstanding balance of the Principal
Amount of the loan including all accrued interest without any further
notification or formality.
7) Prepayment of Loan
i.
The borrower can at time prepay
the loan and there is no penalty for the same. Prepayment can be done in partial or full. Pre-payment amount including
all accrued interest shall be deposited into a bank
account to be specified by the Lender.
ii.
The Borrower shall submit
at-least 15 days written notice to the Lender communicating intention to prepay full or
any part of the loan amount.
8) Termination
The Lender may cancel the loan
forthwith and without any prior written notice in case of any of the following
events, which constitute default by the Borrower:
i.
failure by the Borrower to pay
to the Lender any interest due;
ii.
failure by the Borrower to
comply with any other term or condition of this Agreement, and if such failure
is capable of being remedied, the failure remains not remedied for more than
thirty days after the Lender gives notice thereof to the Borrower;
iii.
the appointment of a receiver
over any material part of the assets or undertakings of the Borrower, which
results in a suspension of payments, or an attachment being made on a material
part of the Borrower’s assets or undertakings, or any bankruptcy, insolvency or
similar legal action instituted by or against the Borrower;
iv.
the occurrence of any other
event which in the reasonable opinion of the Lender would have a materially
adverse effect on the Borrower’s ability to comply with any of its obligations
under this Agreement; or
v.
There exist any other
circumstances which may jeopardize the lender's interest.
9) Assignments
The rights and obligations of
either party under this Agreement are not assignable to a third person, without
the prior written consent of the other party.
10) Representations and warranties of the parties
Each party
to the agreement makes the following representations and warranties with
respect to itself, and confirms that they are, true, correct and valid:
a) It has full power and authority to enter into, deliver
and perform the terms and provisions of this agreement and, in particular, to
exercise its rights, perform the obligations expressed to be assumed by and
make the representations and warranties made by him hereunder;
b) It’s obligation under this agreement are legal and valid
binding on it and enforceable against it in accordance with the terms hereof.
c) The parties to the agreement warrant and represent to have the legal
competence and capacity to execute and perform this agreement.
11) Covenants
The Borrower shall at all times,
(i) keep all licences, permits,
and franchises necessary for the operation of its business in order.
(ii) keep all of its assets
which are useful in and necessary to its business in good working order and
condition (ordinary wear and tear excepted) and make all necessary repairs
thereto and replacements thereof.
(iii) provide accurate and true information.
(iv)
promptly notify any event or circumstances, which might operate as a cause of
delay in the completion of this agreement.
(v) Due
performance of all the terms and conditions provided under this loan agreement.
(vi)
The collection charges, if any, incurred by lender, to be borne by the
borrower.
The Lender shall at all times,
(i) provide accurate
and true information.
(ii) fund the accepted amount to the borrower.
(iii) Due performance of all the terms and conditions
provided under this loan agreement.
12) Inspection of Accounts
The Lender, at its own expense,
has the right to have the Borrower’s books, accounts, invoices, receipts and other administrative
data inspected by such (objective) persons as the Lender shall determine (preferably auditors), who shall be approved by the Borrower (and such approval
cannot be unreasonably withheld), so as to verify compliance by the Borrower with
the terms and conditions of this Agreement
13) Miscellaneous Provisions
i. English shall be used in all correspondence and communications between
the Parties.
ii. The loan agreement shall be binding upon and to ensure to the benefit of
each party thereto and its successors or heirs, administrators, as the case may
be.
iii. All remedies of lender under this agreement whether provided herein or
conferred by statute, civil law, common law, custom, trade, or usage are
cumulative and not alternative and may be enforced successively or
concurrently.
iv.
The loan agreement shall be
binding upon and to ensure to the benefit of each party thereto.
v. This Agreement contains the entire agreement and understanding between
the Parties with respect to the subject matter hereof and supersedes and
replaces all prior agreements or understandings, whether written or oral, with
respect to the same subject matter that are still in force between the Parties.
vi.
Any delay in exercising or
omission to exercise any right, power or remedy accruing to the lender under
this agreement or any other agreement or document shall not impair any such
right, power or remedy and shall not be construed to be a waiver thereof or any
acquiescence in any default; nor shall the action or inaction of the lender in
respect of any default or any acquiescence in any default, affect or impair any
right, power or remedy of lender in respect of any other default.
vii. Any amendments to this Agreement, as well as any additions or deletions,
shall be agreed in writing by both the Parties.
viii. Whenever possible, the provisions of this Agreement shall be interpreted
in such a manner as to be valid and enforceable under the applicable law.
However, if one or more provisions of this Agreement are found to be invalid,
illegal or unenforceable, in whole or in part, the remainder of that provision
and of this Agreement shall remain in full force and effect as if such invalid,
illegal or unenforceable provision had never been contained herein. Moreover,
in such an event, the Parties shall amend the invalid, illegal or unenforceable
provision(s) or any part thereof and/or agree on a new provision, in such a way
as to reflect insofar as possible the purpose of the invalid, illegal or
unenforceable provision(s). Neither party shall be liable for failure to
perform under this Agreement (except for the payment of any amounts due herein)
if such failure is due to causes beyond its reasonable control, such as, but
not limited to, fire, flood, strikes, labour disputes or other industrial
disturbances, (declared or undeclared) war, embargoes, blockades, legal
restrictions, riots, insurrections, governmental regulations or the
unavailability of means of transport.
ix.
Any failure or delay by a party
in exercising any right under this Agreement, any single or partial exercise of
any right under this Agreement or any partial reaction or absence of reaction
by a party in the event of a violation by the other party of one or more
provisions of this Agreement, shall not operate or be interpreted as a waiver
(either express or implied, in whole or in part) of that party’s rights under
this Agreement or under the said provision(s), nor shall it preclude any
further exercise of any such rights. Any waiver of a right must be express and in
writing. If there has been an express written waiver of a right following a
specific failure by a party, this waiver cannot be invoked by the other party
in favour of a new failure, similar to the prior one, or in favour of any other
kind of failure.
x. All notices and other forms of communication required under this
Agreement must be in writing and delivered or sent to the receiving party (i)
by hand through a reputable courier service, (ii) by fax with a confirmation
report, or (iii) by registered mail (return receipt requested) (iv) by email,
to the registered office address of the party.
xi.
Any notice shall be considered
to have been delivered to the receiving party’s address on the date of delivery
if delivered in person, upon confirmation if sent by fax and 3 working days
following the date of mailing if sent by registered mail.
xii. Either party may change the address to which notices are to be delivered
or sent by giving the other party written notice to this effect in the manner
set forth herein.
xiii. Each party shall bear its own costs (including lawyers’ fees, costs and
expenses) for the preparation and negotiation of this Agreement.
xiv. This Agreement is executed in separate copies, each of which is deemed an
original and all of which taken together constitute one and the same agreement.
Translations into any language other than English may be made but are for the
sake of convenience only, even when executed by one or both Parties.
14) Applicable Law and Jurisdiction
i.
All issues, questions and
disputes concerning the validity, interpretation, enforcement, performance and
termination of this Agreement shall be governed by and construed in accordance
with Indian law.
ii.
All disputes concerning the
validity, interpretation, enforcement, performance and termination of this
Agreement shall be submitted to the exclusive jurisdiction of the Courts
in Mumbai.
15) Arbitration
In case
of any difference or dispute arise between the Parties herein, the dispute
shall be first be referred to the sole arbitrator appointed by mutual consent
of the both the parties. The decision of the arbitrator shall be final and
binding between the Parties.
16) Force majeure
No party shall be liable to the other if, and
to the extent, that the performance or delay in performance of any of their
obligations under this agreement is prevented, restricted, delayed or
interfered with, due to circumstances beyond the reasonable control of such
party, including but not limited to, Government legislation's, fires, floods,
explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts,
or other concerted acts of workmen, acts of Government and/or shortages of
materials. The party claiming an event of force majeure shall promptly notify
the other parties in writing and provide full particulars of the cause or event
and the date of first occurrence thereof, as soon as possible after the event and
also keep the other parties informed of any further developments. The party so
affected shall use its best efforts to remove the cause of non-performance, and
the parties shall resume performance hereunder with the utmost dispatch when
such cause is removed.
17) The Whole Contract
The
parties Confirm that this contract contains the full terms of their agreement
and that no addition to or variation of the Contract shall be of any force
unless done in writing and signed by both the parties.
18) Acceptance
The
parties hereby declare as follows:
i. They have read the entire agreement and shall be
bound by all the conditions.
ii. This agreement and other documents have been
explained to them in the language understood by them and they have understood
the entire meaning of all the clauses.
iii. They agree that this agreement shall be concluded
and become legally binding on the date when it is signed by the parties.
IN WITNESS WHEREOF, the Parties
have duly executed and delivered this Agreement as of the day first written
above.
|
For ABC Ltd _____________ |
For PQR
Ltd _____________ |
WITNESS:
Sign :
Name :
Address :
Occupation :
2)
Sign :
Name :
Address :
Occupation :
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