For example, Jane enters into a finance agreement with a lender to fund her cannabis business. While the use and sale of cannabis are legal in her state, they remain illegal under federal law. With 20 years of law practice experience, Julius is an accomplished and experienced attorney. Julius provides counsel to individuals, businesses, churches and other nonprofits, ministry leaders, and entertainment and creative artists on matters involving drafting, reviewing, and negotiating contracts; corporate formation and governance; real estate transactions; information technology; employment and human resources concerns, and last wills and testaments. A graduate of Emory University and the University of Georgia School of Law, Julius has notably served as counsel to the Georgia General Assembly (Georgia House of Representatives and Georgia State Senate) and the City of Atlanta / Hartsfield-Jackson Atlanta International Airport.
- On the other hand, Warranties hold a lesser level of significance because the agreement does not need their inclusion.
- 20008, as its authorized agent (the “Authorized Agent”) upon whom process may
be served in any action arising out of or based on the Securities which may be instituted in any State or Federal court in The City of New York by the holder of any Security, and Italy expressly accepts the jurisdiction of any such court in
respect of such action. - This paragraph shall not be construed to require any Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which it deems confidential) to the Loan Party or any other Person. - “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing
such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project.
Post a project in ContractsCounsel’s marketplace to get free bids from lawyers to draft, review, or negotiate financial support agreements. TIAA intends that T-C Enterprises retain all of the outstanding
ownership interest in T-C Life. Furthermore, TI AA will not pledge, assign or otherwise encumber the shares of T-C Life, or transfer any portion of the business of T-C Life to an entity with a financial strength rating that is lower than the rating
of TIAA. In these cases, each guarantor is usually responsible for only a pro-rata portion of the issue. In other cases, however, guarantors may be responsible for the other guarantors’ portions if they default on their responsibilities.
How to write a financial agreement?
“Loan Account” means an account maintained hereunder by the Administrative Agent
on its books of account at the Payment Office, and with respect to the Borrowers, in which the Borrowers will be charged with all Loans made to, and all other Obligations incurred by, the Borrowers. “Letter of Credit Obligations” means, at any time and without duplication, the
sum of (a) Reimbursement Obligations with respect to all Letters of Credit at such time, plus (b) the Maximum Undrawn Amount with respect to all Letters of Credit, plus (c) all amounts for which Administrative Agent may be liable to
the L/C Issuer pursuant to any Letter of Credit Guaranty with respect to any Letter of Credit. “Lease” means any lease of real property to which any Loan Party or any of
its Subsidiaries is a party as lessor or lessee. “Immaterial Subsidiary” means, as of any date, any Subsidiary whose total assets, as of that date, are less than $25,000,
provided that total assets of all Immaterial Subsidiaries shall not, in the aggregate, exceed $100,000 as of any date.
(ii) in respect of any Security presented for payment (where presentation is required) more than
30 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on the expiration of such period of 30 days. The Securities are the direct, unconditional, general and (subject to the provisions below) unsecured obligations of Italy and will rank equally with all other evidences of indebtedness issued in
accordance with the Fiscal Agency Agreement and with all other unsecured and unsubordinated general obligations of Italy for money borrowed, except for such obligations as may be preferred by mandatory provisions of international treaties and
similar obligations to which Italy is a party. Italy hereby pledges its full faith and credit for the due and punctual payment of the Securities and for the due and timely performance of all obligations of Italy with respect thereto. (b) Except as specifically provided in this Security, the Issuer shall not be required to make any payment with respect
to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein.
(b) Except as supplemented hereby, the Financing Agreement and each other Loan Document shall continue to be, and shall remain, in full force
and effect. This Agreement shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Financing Agreement or any other Loan Document or (ii) to prejudice any right or
rights which the Agents or the Lenders may now have or may have in the future under or in connection with the Financing Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended,
restated, supplemented or otherwise modified from time to time. Each Lender that is subject to the requirements of the
USA PATRIOT Act hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the entities composing the Borrowers, which information includes the name
and address of each such entity and other information that will allow such Lender to identify the entities composing the Borrowers in accordance with the USA PATRIOT Act. Each Loan Party agrees to take such action and execute, acknowledge and
deliver at its sole cost and expense, such instruments and documents as any Lender may reasonably require from time to time in order to enable such Lender to comply with the USA PATRIOT Act. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and each Agent and each
Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights or Obligations hereunder or under the other Loan Documents without the prior written consent
of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (c) The USA PATRIOT Act requires all financial institutions to obtain, verify and
record certain information that identifies individuals or business entities which open an “account” with such financial institution.
How To Make a Financial Agreement?
When it’s possible that, at a later point in time, you’ll be eligible to receive a sizable inheritance or gift. Suppose you are responsible for managing a family business or private investment that needs to be protected. Last but not least, if you turnkey broker introduction want to prevent going to court in the future, you should make sure that the terms of any property division are settled before going to court. Some financial agreements may require the use of a financial guarantee before they can be executed.
I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations. I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type day trading charts of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I’ll certainly be a repeat customer.
(j) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or loans made to such Lender pursuant to securitization or similar credit facility (a ”Securitization”);
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Loan Parties shall cooperate with such Lender and its
Affiliates to effect the Securitization including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or the Securitization. Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the
other Loan Documents; and (iii) a participant most traded commodities shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal
amount of the Loans or Letter of Credit Obligations, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (C) actions directly
effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the
benefits of 0, Section 2.09 and Section 2.10 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender; provided that, at the time such participant is claiming benefits
pursuant to Section 2.09, such participant shall comply all obligations under Section 2.09 as if it was a Lender thereunder.
Sample Audit Financial Agreement Template
(b) All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in
effect from time to time in the State of New York (the “Uniform Commercial Code”) and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined
in the Uniform Commercial Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as any Agent may otherwise determine. “Total Revolving Credit Commitment” means an amount equal to Maximum Revolving Loan Amount in effect from time to time, and
shall also mean, as the context may require, the collective obligations of all Revolving Loan Lenders pursuant to their respective Revolving Credit Commitments. “Term Loan Obligations” means any Obligations with respect to the Term Loans (including, without limitation, the principal
thereof, the interest thereon, and the fees and expenses specifically related thereto). “Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap
which is also a Lender Provided Hedge Agreement. “Security Documents” means, collectively, the Security Agreement and the documents listed on Schedule 1.01(B) hereto or
otherwise executed and delivered by a Loan Party which purports to grant a Lien in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations, in each case as amended, amended and restated, supplemented or
otherwise modified from time to time.
Financing Agreement
All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be
made for any registration of transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a
Security not involving any registration of a transfer. (e) If notice of redemption has been given in the manner set forth in clause [(d)] of this
Paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, the Securities
shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified [(together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption
date)]. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities
called for redemption shall cease to bear interest, and the only right of the holders of such Securities shall be to receive payment of the redemption price (together with accrued interest (unless the redemption date is an Interest Payment Date) to
the redemption date) as aforesaid.
The aggregate principal amount of the Securities of all Series which may be authenticated and delivered under this
Agreement and which may be outstanding at any time is not limited by this Agreement. Subject to Section 4.03(b), the Administrative Agent may, after the occurrence and during the continuation of any Event of
Default, require the Borrowers to Cash Collateralize each Letter of Credit then outstanding. “Cash Collateralize” means to deliver to the Administrative Agent an amount in the applicable currency in which any Letter of
Credit is denominated (whether in cash or in the form of a backstop letter of credit in form and substance reasonably satisfactory to, and issued by a U.S. commercial bank reasonably acceptable to, the Administrative Agent in its Permitted
Discretion) equal to 105% of the sum of (a) the maximum aggregate amount available for drawing under any outstanding Letter of Credit plus the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit which
have not been converted to Revolving Loans plus (b) the amount of unpaid Letter of Credit Fees then accrued. Without limiting the generality of any other grant of Liens in any Loan Document,
each Loan Party hereby grants to Administrative Agent a continuing and first priority security interest in all Cash Collateral delivered to Administrative Agent to secure all Letter of Credit Obligations and/or Post-Term Letter of Credit
Obligations, as applicable. (v) Any interest on bearer Securities of a Series shall be payable by check upon surrender of any applicable coupon, and
principal of (and premium, if any, on) bearer Securities of such Series shall be payable by check upon surrender of such Securities, at such offices or agencies of the Fiscal Agent or any Paying Agent outside the United States as the Issuer may
from time to time designate, unless the Issuer shall have otherwise instructed the Fiscal Agent, or additionally or alternatively, in such other manner as may be set forth or provided for in the Securities of such Series.
Subject to applicable laws and regulations, principal of [(and premium, if
any, on)] this Security shall be payable against presentation and surrender of this Security at the offices of the Paying Agents named on the reverse hereof1 and at such other offices or agencies as the Issuer shall have appointed for the purpose pursuant to the Fiscal Agency
Agreement hereinafter named and notified to the holders of the Securities. Notwithstanding the foregoing, such payments may be made at an office or agency located in the United States if such payments are to be made in U.S. dollars and if
payment of the full amount so payable at each office of the Fiscal Agent and of each Paying Agent outside the United States appointed and maintained pursuant to the Fiscal Agency Agreement is illegal or effectively precluded because of the
imposition of exchange controls or other similar restrictions on the full payment or receipt of such amount in U.S. dollars. The Issuer covenants that until this Security has been delivered to the Fiscal Agent for cancellation, or monies
sufficient to pay the principal of [(and premium, if any, on)] [and interest on] this Security have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in
[the Borough of Manhattan, The City of New York and in Europe (which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall include an office or agency
in [Luxembourg] [London])] for the payment of the principal of [(and premium, if any, on)] [and interest on] the Securities as herein provided.
Subject to the last sentence of this Section 12.07(d), the entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agents and the
Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any of the Administrative Borrowers and any Lender at any reasonable
time and from time to time upon reasonable prior notice. In the case of an assignment pursuant to the last sentence of Section 12.07(b) as to which an Assignment and Acceptance is not delivered to the Administrative Agent, the assigning Lender
shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained, a register (the “Related Party Register”) comparable to the Register on
behalf of the Borrowers.
The Fiscal Agent may, with the consent of the Issuer, appoint by an instrument or instruments in writing one or more
agents (which may include itself) for the authentication of Securities of a Series and, with such consent, vary or terminate any such appointment upon written notice and approve any change in the office through which any authenticating agent acts. The Issuer (by written notice to the Fiscal Agent and the authenticating agent whose appointment is to be terminated) may also terminate any such appointment at any time. The Fiscal Agent hereby agrees to solicit written acceptances from the
entities concerned (in form and substance satisfactory to the Issuer) of such appointments. In its acceptance of such appointment, each such authenticating agent shall agree to act as an authenticating agent pursuant to the terms and conditions of
this Agreement. All Securities shall be
executed manually or in facsimile on behalf of the Issuer by such official or officials of Italy as shall have been authorized by the Authorization (the “Authorized Officers”), notwithstanding that such official or officials, or any of
them, shall have ceased, for any reason, to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of any such Security. The Securities of a Series may also have such additional
provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of the Authorization, and may have such letters, numbers or other marks of identification and such legends or endorsements not
referred to in the Authorization placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by
the Authorized Officers executing such Securities, as conclusively evidenced by their execution of such Securities.
Once you have laid out the terms and conditions, the last section of the financial agreement should be reserved for the confirmation of the agreement. A formal declaration indicating that both parties have reached a mutual agreement is enough. However, there must be enough space for both parties to affix their signatures and designation.
Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. Any existing Term Loan Lender wishing to have all or a portion of its
Term Loan subject to such Extension Request amended into Extended Term Loans and any Revolving Loan Lender wishing to have all or a portion of its Revolving Credit Commitment subject to such Extension Request amended into Extended Revolving Credit
Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Credit Commitments, as
applicable, which it has elected to be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate
principal amount of Term Loans or Revolving Credit Commitments, as applicable, in respect of which applicable Term Loan Lenders or Revolving Loan Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of
Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to
Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit
Commitments, as applicable, included in each such Extension Election.
(i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any
Indebtedness of a Loan Party or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would
(A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, (B) change the subordination provision, if any, of such Indebtedness in a
manner adverse to the Lenders, or (C) otherwise be on terms and conditions that, taken as a whole, are adverse to the Lenders in any material respect. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity
Interests of such Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a
corporation under the laws of any jurisdiction of the United States, are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the
Effective Date, all such Equity Interests is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual
Liens). As of the Effective Date, there are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable
for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests of any Subsidiary
of the Ultimate Parent. (b) Notwithstanding anything in this Agreement or any other Loan Document to
the contrary, each of the Borrowers hereby accepts joint and several liability hereunder and under the other Loan Documents for the Obligations in consideration of the financial accommodations to be provided by the Agents and the Lenders under this
Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.
Comentarios recientes