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Договір позики/Loan agreement (між нерезидентами)

LOAN AGREEMENT № 1

 

Kyiv                                                                                  dd. dd.

Повне найменування (Eng.) , a company incorporated under the laws of Країна реєстрації (Eng.) , having its registered office at Адреса місцезнаходження (юридична адреса) (Eng.) , represented by Посада представника (Eng.) ПІБ представника (Eng.) , acting under Підстава діяльності представника (Eng.) (hereinafter referred to as "the Lender"); and

Повне найменування (Eng.) , a company incorporated under the laws of Країна реєстрації (Eng.) , under registration number Код компанії  has its` registered office at Адреса місцезнаходження (юридична адреса) (Eng.) , represented by itsПосада в род. відмінку (Eng.) ПІБ представника (Eng.) , acting under the Підстава діяльності представника (Eng.)

(hereinafter referred to as "the Borrower");

have entered into this Agreement on the following:

Article 1 – Subject of the Agreement

1.1. The Lender promises to loan certain sum of money to the Borrower in the amount and in the manner prescribed by this Agreement, and the Borrower undertakes to return the received sum of money within the terms and conditions specified in this Agreement.

Article 2 – Loan

2.1. The Lender agrees to have made available to the Borrower during 10 working days after signing this Loan Agreement (hereinafter – “Agreement”) a loan in the amount of up toсума позики USD (сума позики, прописом (eng.) )  ("the Loan").

Article 2 – Loan

2.1. The Lender agrees to have made available to the Borrower during 10 working days after signing this Loan Agreement (hereinafter – “Agreement”) a loan in the amount of up to сума позики EUR (сума позики, прописом (eng.) )  ("the Loan").

2.2. The Loan is provided to the Borrower by bank transfer to the Borrower's current account specified in this Agreement.

2.3. The Loan may be provided on by one or several bank transfers at the discretion of the Lender.

2.2. The Loan is provided to the Borrower by bank transfer to the Borrower's current account specified in this Agreement.

2.3. The Loan is provided on by one bank transfers.

2.4. The Borrower agrees to be indebted to the Lender and the Lender agrees to have receivables on the Borrower from the moment the Loan is received hereunder totaling the amount of USD сума позики (сума позики, прописом (eng.) ) ("the Principal")

2.4. The Borrower agrees to be indebted to the Lender and the Lender agrees to have receivables on the Borrower from the moment the Loan is received hereunder totaling the amount of EUR сума позики (сума позики, прописом (eng.) ) ("the Principal").

Article 3 – Interest

3.1. Bear interest at a rate of процентна ставка не більше долволеної НБУ (на 22.12.2018 р. це 9,8%) (процентна ставка не більше долволеної НБУ (на 22.12.2018 р. це 9,8%), прописом (eng.) ) percent compounded annually.

3.2. Accrued interest, calculated on the exact number of days elapsed on a 365 day year basis, shall be charged at one time with the return of the Loan, including the day of issue and the date of repayment of the Loan. In case of repayment of the Loan by installments, interest is charged and payable for a part of the amount of the Loan to be returned.

3.3. Security for the Loan; Loan and security documents. 

3.3.1 Security.  The Loan, together with all other obligations of Borrower to Lender shall be secured, inter alia, by the following “Security” which Borrower agrees to provide and maintain on each and every request of the Lendernot later than 20 business days upon such written request form the Borrower:

3.3.1.1.  Security Agreement.  A security agreement (the “Security Agreement”) on (i) the Property, (ii) all other assets (including, without limitation, accounts, receivables, contracts (including but not limited to operating and lease contracts), leases, contract rights, Licenses and Permits, general intangibles, documents and instruments), including all after-acquired property, owned, or in which Borrower has or obtains any interest, in connection with the Property; and (iii) all insurance proceeds and other proceeds therefrom.
 
3.3.1.2. Financing Statements.     (a) A Financing Statement filed on (i) the Property, (ii) all fixtures, goods, equipment, and other assets (including, without limitation, accounts, receivables, contracts, leases, contract rights, Licenses and Permits, general intangibles, documents and instruments), including all after-acquired property, owned, or in which Borrower has or obtains any interest, in connection with the Property.
 
3.3.2. Termination of Security Interests.  Upon the satisfaction in full of all of the obligations under this Agreement, Lender shall release, terminate and satisfy all of its security interests in and liens upon all remaining Collateral, and Lender shall deliver to Borrower any and all written instruments requested by Borrower which are reasonably necessary to evidence such release, termination and satisfaction. Lender shall not have any obligation to pay any costs or fees associated with the filing or recordation of any such release, termination or satisfaction and Borrower agrees to pay all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Lender in connection with the preparation, recording and filing of any of such instruments.

Article 4– Term and Repayment

4.1.   The Loan shall be for the period up to 00.00.2020 (hereinafter - the "term of the Loan").

4.2. The Borrower shall repay the Loan by one-time bank transfer or in parts to the Account of the Lender, specified in this Agreement but not later than the Term of the Loan.

4.3. The Borrower has the right to early repayment of the Loan and all accrued interest, if this is not contrary to the applicable legislation.

4.4. The term of the repayment of the Loan may be prolonged by mutual consent of the Parties. The extension of the term for repayment of the Loan must be made in writing in the form of an Additional Agreement to this Agreement.

4.4 The Lender has the right to early repayment of the Loan and all accrued interest, if this ithe Borrower does not comply with Covenants.

4.6. Covenants.

Borrower covenants and agrees that from the date hereof and so long as any Indebtedness remains unpaid hereunder, or any of the Loan or other Obligations remains outstanding as follows:
 
4.6.1                    Financial Statements and Reports.  Borrower shall furnish or cause to be furnished to Lender from time to time, the following financial statements and reports and other information, all in form, manner of presentation and substance reasonably acceptable to the Lender:
 
4.6.1.1                    Annual Statements.  As soon as available, but in any event within sixty (60) days following the end of each calendar year, the following certified by the Borrower to be true, accurate and complete in all material respects: (i) unaudited financial statements of Borrower in form reasonably acceptable to Lender, such financial statements to include a balance sheet, income statements and cash flow statements and to be supplemented by such detail and supporting data and schedules as Lender may from time to time reasonably require, setting forth in each case in comparative form the figures for the previous year; (ii) a property tax status report setting forth the annual personal property taxes payable with respect to the Property, the due dates of such personal property taxes and the portions of such taxes which have been paid; and (iii) such other information as the Lender may reasonably require..  In addition, Borrower will provide Lender a copy of all audited financial statements as soon as available, but in any event within one hundred (180) days following the end of each calendar year.
 
4.6.1.2                    Quarterly Statements.  As soon as available, but in any event within forty-five (45) days following the end of each calendar quarter, the following certified by the Borrower to be true, accurate and complete in all material respects:  (i) unaudited financial statements of Borrower in form reasonably acceptable to Lender, such financial statements to include a balance sheet, income statement and cash flow statement and to be supplemented by such detail and supporting data and schedules as Lender may from time to time reasonably require; (ii) a property tax status report setting forth the annual personal property taxes payable with respect to the Property, the due dates of such personal property taxes and the portions of such taxes which have been paid; and (iii) such other information as the Lender may reasonably require.
 
4.6.1.3                    Monthly Reports.  As soon as available, but in any event within thirty (30) days following the end of each calendar month, (a) a monthly report with respect to the Property and Collateral prepared by Borrower based upon the books and records of Borrower, such report to include a cash flow and income statement.
 
4.6.1.4                    Data Requested.  Within a reasonable period of time and from time to time such other financial data and information (in each case unaudited) as Lender may reasonably request with respect to the Property or Borrower.
 
4.6.1.5                    Tax Returns.  Upon Lender's request, complete copies of all federal and state tax returns and supporting schedules of Borrower.

Article 5 - Payment Provisions

5.1. All payments due to the Lender under the Agreement shall be made by the Borrower on the account indicated by the Lender.

5.2. All payments to be made by the Borrower under the Agreement shall be made without set-off or counterclaim, free and clear of any restrictions, conditions or charges of whatsoever nature and free and clear for and without deduction of any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of whatsoever nature now or hereafter imposed by any competent governmental or other authority. Should the Borrower be compelled by law to make any such deductions or withholdings, the Borrower shall pay to the Lender such additional amount(s) as to result in the receipt by the Lender of the amount which it should have received had no deductions or withholdings been required to be made.

Article 6 - Events of Default

6.1. Upon the occurrence of any of the following events:

    a.  if the Borrower fails to comply with any obligation under the Agreement; or

   b.  if the Borrower ceases or threatens to cease to carry on its business or takes any corporate proceedings for its dissolution or liquidation or amalgamation with another company or if the corporate existence of the Borrower shall be terminated by expiration, forfeiture or otherwise; or

    c.  if any other event shall occur which, in the reasonable opinion of the Lender, jeopardizes the ability of the Borrower to perform and observe its obligations under the Agreement,

then and in any such event the Lender may declare the same event an Event of Default under the Agreement and upon such declaration, The Lender has the right to charge a penalty in the amount of specify penatly, e.g. 0.4 (zspecify penatly, e.g. 0.4, прописом (eng.) ) % p.a. to the Borrower. Penalties may be paid simultaneously with the repayment of the Loan or at the request of the Lender within 5 working days from the date of receipt by the Borrower a written request for payment of penalties.

Article 7 - Force Majeure

7.1. The Lender shall not be held responsible for any damage arising out of any legal enactment, or any measure undertaken by a public authority, or war, strikes, lockout, boycott, blockade or any other similar circumstance. The reservation in respect of strikes, lockouts, boycotts, and blockades applies even if the Lender itself takes such measures, or is subject to such measures. Any damage that may arise in other cases shall not be indemnified by the Lender if the Lender has observed normal care.

7.2. The fact of force majeure circumstances must be confirmed by the Certificate of the Chamber of Commerce and Industry of the country of the Lender or the Borrower, depending on the place of such circumstances occurrence.

Article 8 – Notices

8.1. All notices to be given, except the service of legal documents, under the Agreement shall be given in writing and/or email shall be sent to the following addresses:

   a.    if directed to the Lender:

         E-mail основний  

   b.   if directed to the Borrower:

     E-mail основний

8.2. All messages to the Borrower are considered as duly received by the Borrower even if they have not been received as long as they have been sent to the latest address indicated by the Borrower. Mail addressed to the Borrower and to be kept by the Lender as per instructions of the Borrower is considered as duly received by the Borrower on the day it is dated. All messages to the Lender are considered as duly received by the Lender upon receipt.

Article 9 - General Conditions

9.1. Within three working days prior to the repayment of the Loan, the Lender provides the Borrower with a balance sheet showing all transactions during the term of the Agreement, including interest.

9.2. The Borrower agrees that the statement of the amount owing by it to the Lender, duly certified by an authorized official of the Lender, shall in the absence of manifest error be final and conclusive as to the amount due and owing by the Borrower on the date stated at such statement.

9.3. The Borrower may assign and transfer (any part of) its rights and obligations under the Agreement only with the prior written consent of the Lender. However, the lender may ask at any time the borrower to transfer the rights and obligations under the Agreement to another party.

9.4. No failure to exercise and no delay in exercising, on the part of the Lender, any right, powers or privileges under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege (including any waiver by the Lender of any breach by the Borrower of any of the provisions contained in the Agreement) preclude any other or further exercise thereof, or the exercise of any other power or right.

9.5. The rights and remedies provided in the Agreement are cumulative and not exclusive of any right or remedies provided by law.

Article 10 – Severability

10.1. If any of the provisions of this Agreement or any document or instrument which in the future may be delivered under the provisions of this Agreement should be held invalid by any court of competent jurisdiction or be deemed invalidated by present or future law or any country, this shall not affect the validity or enforceability of any provision of this Agreement or the documents or instruments, delivered under the provisions hereof.

10.2. In such a case the Borrower shall execute and deliver such documents and instruments and do such things as Lender in its sole discretion deems necessary to carry the true intention of this Agreement or the documents and instruments delivered under the provisions hereof.

Article 11 - Applicable Law and Dispute regulation

11.1. All relations between the Borrower and the Lender shall be governed by and construed in accordance with the laws of the Lender.

11.2. Any dispute under the Agreement or regarding it, including but not limited to disputes concerning the interpretation, validity, termination or breach of the Agreement, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The language of the arbitration proceedings is English, the number of arbitrators is one.

11.2. All differences of any nature that may arise in relation to this contract between the contracting parties, shall be referred to arbitration by an in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4. The Arbitrator will be proposed by the Arbitration Service of the Cyprus Chamber of Commerce and Industry and must be approved by the contracting parties.

In case of disagreement between the contracting parties on the proposed Arbitrator, the Arbitrator will be appointed in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4

11.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration at the United Kingdom Court in London (main office), as the Court of the first instance. and decided according to its rules. 

11.3. The seat of arbitration shall be Kyiv, Ukraine.

11.3. The seat of arbitration shall be London, UK.

11.3. The seat of arbitration shall be Nicosia, Cyprus.    

11.4. The number of arbitrators shall be one.

11.4. The number of arbitrators shall be three.         

11.5.The language to be used in the arbitral proceedings shall be Ukrainian.

11.5. The language to be used in the arbitral proceedings shall be English.

11.6. Any judgment shall be made in writing and shall be final and binding on the Parties. The Parties undertake to carry out the judgment without delay


11.7. The Parties waive any right to apply to any court of law and/or other judicial authority other than stipulated in this Clause.

11.8. In addition, in respect of any proceedings arising out of or connected with the enforcement and/or execution of any judgment made against them, the Parties hereby submit to the jurisdiction of any court in which any such proceedings are brought.

Article 12. Miscellaneous
12.1. This Agreement enters into force from the moment of signing and cannot expire until this Contract has been completely fulfilled.
12.2. This Agreement is drawn up in four pages in English in two original copies (one copy for each party).

Article 13. Addresses and banking details

 

The Lender

Повне найменування (Eng.)

Registration number Код компанії

Address: Адреса місцезнаходження (юридична адреса) (Eng.)

Bank details: 
Назва банку (Eng.) , Адреса банку (Eng.)

Bank code: МФО банку  

Currency: Валюта рахунку  

Bank account: № рахунку

IBAN: IBAN

SWIFT: SWIFT

 

Correspondent bank: 
Банк-кореспондент

Adress: Aдреса (банк-кореспондент)

Bank account: № рахунку (банк-кореспондент)

IBAN: IBAN (банк-кореспондент)

SWIFT: SWIFT (банк-кореспондент)

______________

Посада представника (Eng.) ПІБ представника (Eng.)

The Borrower

Повне найменування (Eng.)

Registration number Код компанії

Address: Адреса місцезнаходження (юридична адреса) (Eng.)

 

Bank details: 
Назва банку (Eng.)


Adress: Адреса банку (Eng.)

Currency: Валюта рахунку

Bank code: МФО банку

Bank account: № рахунку

IBAN: IBAN

SWIFT: SWIFT

 

Correspondent bank details: 
Банк-кореспондент (Eng.)

Adress: Aдреса (банк-кореспондент) (Eng.)

Bank account: № рахунку (банк-кореспондент)

IBAN: IBAN (банк-кореспондент)

SWIFT: SWIFT (банк-кореспондент)

 

______________

Посада представника (Eng.) ПІБ представника (Eng.)

The interest rate under this Agreement may not exceed the maximum interest rates established by the National Bank of Ukraine in accordance with the first paragraph of 1.10 of Chapter 1 of Section І of the Regulation on the procedure for obtaining loans by residents, foreign currency loans from non-residents and granting residents loans in foreign currency to non-residents from 17.06.2004 No. 270.

Дата обновления 18.12.2020 о 19:17:37

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