BORROWER — ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
LENDER —
Name:
Title:
Date:
This Loan Agreement (this “Agreement”) is made as of between , a with an address at (the “Lender”), and ACME Resources LLC, a TX LLC with an address at (the “Borrower”).
Subject to the terms of this Agreement, the Lender agrees to lend to the Borrower the principal sum of (the “Loan”). The Loan shall be evidenced by this Agreement and, if requested by the Lender, a separate promissory note.
The Lender shall disburse the Loan to the Borrower on by wire transfer or other immediately available funds to an account designated by the Borrower, subject to the satisfaction of the conditions precedent in Section 8.
Interest shall accrue on the outstanding principal balance at the rate of per annum, computed on the basis of a 365-day year for the actual number of days elapsed. In no event shall interest exceed the maximum rate permitted by applicable law.
The Borrower shall repay the Loan as follows: . All outstanding principal and accrued interest shall be due and payable in full on . Payments shall be applied first to accrued interest and then to principal. The Borrower may prepay the Loan in whole or in part at any time without premium or penalty.
The Borrower shall use the proceeds of the Loan solely for and for no other purpose without the Lender’s prior written consent.
The Borrower represents and warrants that: (a) it is duly organized and in good standing; (b) it has the power and authority to enter into and perform this Agreement; (c) this Agreement is a valid and binding obligation enforceable against it; and (d) its execution and performance do not violate any law or agreement to which it is bound.
Until the Loan is repaid in full, the Borrower shall: (a) maintain its legal existence and good standing; (b) pay its taxes and obligations as they become due; (c) maintain adequate insurance; and (d) provide the Lender with financial statements upon reasonable request. The Borrower shall not, without the Lender’s prior written consent: (i) incur indebtedness that is senior to the Loan beyond ; (ii) sell or transfer substantially all of its assets; or (iii) make distributions while an Event of Default exists.
The Lender’s obligation to disburse the Loan is conditioned upon: (a) the Borrower’s execution and delivery of this Agreement; (b) the accuracy of the Borrower’s representations and warranties; and (c) the absence of any Event of Default.
Each of the following is an “Event of Default”: (a) the Borrower fails to pay any amount under this Agreement within ten (10) days after it is due; (b) the Borrower breaches any covenant or other obligation and fails to cure within fifteen (15) days after written notice; (c) any representation proves materially false when made; or (d) the Borrower becomes insolvent or subject to bankruptcy proceedings.
Upon an Event of Default, the Lender may, by written notice, declare the entire unpaid principal balance and all accrued interest immediately due and payable, and may exercise all rights and remedies available at law or in equity. After default, interest shall accrue at the rate of per annum. The Borrower shall pay all costs of collection, including reasonable attorneys’ fees.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws principles. This Agreement constitutes the entire agreement between the Parties regarding the Loan and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: