Accounting Loan Contract
Accounting Loan Contract
This Accounting Loan Contract ("Contract") is made and entered into on [Month Day, Year], by and between [Your Company Name], a [State] corporation with its principal office located at [Your Company Address] ("Lender"), and [Your Partner Company Name / Second Party], a [State] corporation with its principal office located at [Your Partner Company Name / Second Party Address] ("Borrower").
Recitals
WHEREAS, Borrower has requested a loan from Lender in the principal amount of [Loan Amount in Words] ([Loan Amount in Figures]), and Lender has agreed to provide such a loan to Borrower, subject to the terms and conditions set forth herein;
WHEREAS, Borrower and Lender desire to set forth the terms and conditions of the loan in this Contract to ensure the repayment of the loan and the payment of interest thereon in accordance with the terms agreed upon by the parties;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties agree as follows:
1. Loan Amount and Disbursement
1.1 Loan Amount: Lender agrees to loan Borrower the principal sum of [Loan Amount in Words] ([$0]) ("Loan"), which amount shall be disbursed to Borrower on [Month Day, Year] or such other date as the parties may mutually agree ("Disbursement Date").
1.2 Use of Loan Proceeds: Borrower agrees that the Loan proceeds shall be used solely for [working capital and operational expenses related to Borrower's accounting services]. Any use of the Loan proceeds for purposes other than those specified herein shall constitute a material breach of this Contract.
1.3 Loan Disbursement: Lender shall disburse the Loan proceeds to Borrower by wire transfer to Borrower's designated bank account, the details of which are as follows:
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Bank Name: [Bank Name]
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Account Name: [Account Name]
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Account Number: [Account Number]
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Routing Number: [Routing Number]
Borrower shall provide Lender with written confirmation of receipt of the Loan proceeds within [0] business days following the Disbursement Date.
2. Interest Rate and Payment Terms
2.1 Interest Rate: The Loan shall bear interest at a rate of [Interest Rate in Words] ([0]%) per annum, calculated on the basis of a 360-day year and the actual number of days elapsed ("Interest Rate").
2.2 Payment Schedule: Borrower agrees to repay the Loan, together with accrued interest, in [0] equal monthly installments of [Installment Amount in Words] ([$0]) each, commencing on [Month Day, Year] and continuing on the [15th] of each month thereafter until the Loan is fully repaid. The final payment, due on [Month Day, Year], shall include any remaining principal and accrued interest.
2.3 Late Payment: If Borrower fails to make any payment due under this Contract within [number] days of the due date, Borrower shall pay a late fee equal to [0]% of the overdue amount. Additionally, any overdue amount shall bear interest at a rate of [0] ([0]%) per annum from the due date until paid in full.
2.4 Prepayment: Borrower may prepay the Loan in whole or in part at any time without penalty. Any prepayment shall be applied first to any accrued but unpaid interest and then to the principal balance of the Loan.
3. Representations and Warranties
3.1 Borrower's Representations and Warranties: Borrower hereby represents and warrants to Lender as follows:
(a) Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the state of [State], and has full power and authority to enter into and perform its obligations under this Contract.
(b) The execution, delivery, and performance of this Contract by Borrower have been duly authorized by all necessary corporate actions, and this Contract constitutes a valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms.
(c) Borrower's execution, delivery, and performance of this Contract do not and will not violate any applicable law, regulation, or order, and do not and will not result in any breach of, or default under, any contract or agreement to which Borrower is a party.
(d) Borrower is not subject to any bankruptcy or insolvency proceeding, and there are no actions, suits, or proceedings pending or, to Borrower's knowledge, threatened against Borrower that could materially and adversely affect Borrower's ability to perform its obligations under this Contract.
3.2 Lender's Representations and Warranties: Lender hereby represents and warrants to Borrower as follows:
(a) Lender is a corporation duly organized, validly existing, and in good standing under the laws of the state of [State], and has full power and authority to enter into and perform its obligations under this Contract.
(b) The execution, delivery, and performance of this Contract by Lender have been duly authorized by all necessary corporate actions, and this Contract constitutes a valid and binding obligation of Lender, enforceable against Lender in accordance with its terms.
(c) Lender's execution, delivery, and performance of this Contract do not and will not violate any applicable law, regulation, or order, and do not and will not result in any breach of, or default under, any contract or agreement to which Lender is a party.
4. Covenants
4.1 Affirmative Covenants: Borrower covenants and agrees that, so long as any amount is outstanding under this Contract, Borrower shall:
(a) Maintain its corporate existence and conduct its business in accordance with all applicable laws and regulations.
(b) Promptly pay and discharge all taxes, assessments, and other governmental charges imposed upon it or its properties, except to the extent that such charges are being contested in good faith by appropriate proceedings and adequate reserves have been established.
(c) Maintain insurance with reputable insurers against such risks and in such amounts as is customary for companies in Borrower's industry, and furnish Lender with evidence of such insurance upon request.
(d) Keep proper books of record and account in which full and correct entries shall be made of all financial transactions and the assets and liabilities of Borrower, and permit Lender or its representatives to inspect and audit such books and records at reasonable times upon request.
(e) Notify Lender in writing of any event that could reasonably be expected to have a material adverse effect on Borrower's financial condition or ability to perform its obligations under this Contract.
4.2 Negative Covenants: Borrower covenants and agrees that, so long as any amount is outstanding under this Contract, Borrower shall not, without the prior written consent of Lender:
(a) Incur, assume, or permit to exist any indebtedness other than the indebtedness incurred under this Contract and trade payables incurred in the ordinary course of business.
(b) Create, incur, assume, or permit to exist any lien, charge, or encumbrance on any of its property or assets, except for liens securing the payment of taxes, assessments, or other governmental charges not yet due.
(c) Merge or consolidate with any other entity, or sell, lease, or otherwise dispose of all or substantially all of its assets.
(d) Declare or pay any dividends or make any distributions to its shareholders, other than dividends payable solely in shares of its own capital stock.
(e) Make any material change in the nature of its business or operations.
5. Events of Default
5.1 Events of Default: The occurrence of any of the following events shall constitute an "Event of Default" under this Contract:
(a) Borrower fails to make any payment of principal or interest when due under this Contract, and such failure continues for [0] days after written notice thereof from Lender.
(b) Any representation or warranty made by Borrower in this Contract proves to have been false or misleading in any material respect when made or deemed made.
(c) Borrower fails to perform or observe any covenant or agreement contained in this Contract, and such failure continues for [0] days after written notice thereof from Lender.
(d) Borrower becomes insolvent, makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; or Borrower becomes subject to any bankruptcy or insolvency proceeding.
(e) Any judgment or order for the payment of money in excess of [Judgment Amount in Words] ([$0]) is rendered against Borrower, and such judgment or order remains unsatisfied or undischarged for a period of [0] days.
5.2 Remedies: Upon the occurrence of any Event of Default, Lender may, at its option, declare the entire unpaid principal balance of the Loan, together with all accrued and unpaid interest thereon, to be immediately due and payable, and may exercise any and all rights and remedies available to it under this Contract or applicable law. Lender's failure to exercise any remedy shall not constitute a waiver of its right to exercise such remedy at any subsequent time.
6. Miscellaneous
6.1 Notices: All notices, requests, demands, and other communications required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered personally, (b) upon transmission by facsimile or electronic mail, if transmission is confirmed, or (c) [number] days after being sent by certified or registered mail, return receipt requested, addressed as follows:
If to Lender:
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[Your Company Name]
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[Your Company Address]
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Attention: [Name and Title]
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Email: [Your Email]
If to Borrower:
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[Your Partner Company Name / Second Party]
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[Your Partner Company Name / Second Party Address]
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Attention: [Name and Title]
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Email: [Your Partner Company Name / Second Party Email]
Either party may change its address for notice by providing written notice of such change to the other party in accordance with this Section.
6.2 Governing Law: This Contract shall be governed by, and construed in accordance with, the laws of the state of [State], without giving effect to its conflict of laws principles.
6.3 Jurisdiction and Venue: Any legal action or proceeding arising out of or relating to this Contract shall be brought exclusively in the state or federal courts located in [County, State], and each party hereby irrevocably submits to the jurisdiction of such courts and waives any objection to the laying of venue in such courts.
6.4 Waiver: No waiver by any party of any breach or default under this Contract shall be deemed to be a waiver of any preceding or subsequent breach or default. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.
6.5 Entire Agreement: This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written, between the parties with respect to such subject matter.
6.6 Amendments: This Contract may not be amended or modified except in writing and signed by the parties hereto.
6.7 Severability: If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.
6.8 Counterparts: This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic mail shall be deemed original signatures for all purposes.
7. Confidentiality
7.1 Confidential Information: Each party agrees to keep confidential and not to disclose to any third party, without the prior written consent of the other party, any non-public information obtained from the other party in connection with this Contract, except as may be required by law or court order. The obligations of confidentiality shall survive the termination of this Contract.
8. Assignment
8.1 Assignment by Borrower: Borrower may not assign or transfer its rights or obligations under this Contract without the prior written consent of Lender, which consent shall not be unreasonably withheld. Any purported assignment or transfer without such consent shall be null and void.
8.2 Assignment by Lender: Lender may assign or transfer its rights or obligations under this Contract to any third party without the consent of Borrower, provided that such assignment or transfer does not materially adversely affect Borrower's rights or obligations under this Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Accounting Loan Contract as of the day and year first above written.
LENDER:
[Your Company Name]
By:
[Your Name]
[Title ]
[Month Day, Year]
BORROWER:
[Your Partner Company Name / Second Party]
By:
[Full Name]
[Title]
[Month Day, Year]
