Free Financial Agreement Template, Sample from Pandadoc

Farmers or investors may participate in a futures contract if they believe the price of the product or asset will be moving higher or lower in the future. For example, if a farmer is selling soybean today for $60 per bushel but believes the future price of soybean will be $90, they may purchase a futures contract today that guarantees them the ability to purchase a bushel in the future for $60. The farmer would therefore be purchasing the soybean at $60 and selling it in the future at the current spot rate of $90. When binding financial agreements were first introduced back in 2000, they were referred to in the Act as “Binding Financial Agreements” but they were only available to married couples.

  1. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
  2. “Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation,judicial or administrative proceeding, judgment, letter or other communication from any Person or Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (a) from any assets, properties or businessesowned or operated by any Loan Party or any of its Subsidiaries or any predecessor in interest; (b) from adjoining properties or businesses; or (c) onto any facilities which received Hazardous Materials generated by any Loan Party or any ofits Subsidiaries or any predecessor in interest.
  3. (i) Each Agent, Administrative Borrower and Administrative Borrower may, in its discretion, agree to accept notices and other communicationsto it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
  4. “Holdout Lender” has the meaning specified therefor in Section 12.02(b).

The specific terms of the financial agreement will depend on the nature of the arrangement and the needs and goals of the parties involved. The finance agreement contains provisions that require Jane to use the loan proceeds exclusively for her cannabis business, effectively requiring her to engage in activities that violate federal law. In this case, the provisions related to the use of funds may be unenforceable or render the entire agreement void due to its illegal nature. Under contract laws, the finance agreement sets out the rights and responsibilities of both parties and establishes the framework for repayment of the borrowed funds.


All payments shall be made by the Borrowers without set-off, counterclaim, recoupment, deduction or other defense to the Agents and the Lenders. Except as provided in Section 2.02, afterreceipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the applicable Lenders in accordance with their applicable Pro Rata Shares and like funds relating to thepayment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent will cause to be distributed all interest and fees receivedfrom or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time,charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document, provided that, in the absence of a continuing Event of Default, any such charge in respect of out-of-pocket fees, costs and expenses of the Agents and Lenders payable by the Borrowers shall occur no sooner than 15 days after the Administrative Borrower’s receipt of a reasonably detailed invoicetherefor.

“Affiliate” means, with respect to any Person, any other Person that directly orindirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to(a) vote 10% or more of the Equity Interests having ordinary voting power for the election of members of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether bycontract or otherwise. Notwithstanding anything herein to the contrary, in no event shall any Agent or any Lender be considered an “Affiliate” of any Loan Party. Either party may terminate this Agreement without cause upon providing the other party with three (3) months advance written notice.

(f)Any Agent, any Lender or the L/C Issuer (or Transferee) claiming any indemnity payment or additional payment amounts payable pursuant to this Section 2.09 shall use reasonable efforts (consistent with legal and regulatory restrictions) to fileany certificate or document reasonably requested in writing by the Administrative Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of anysuch indemnity payment or additional amount that may thereafter accrue, would not require such Agent, such Lender or the L/C Issuer (or Transferee) to disclose any information such Agent, such Lender or the L/C Issuer (or Transferee) deemsconfidential and would not, in the sole determination of such Agent, such Lender or the L/C Issuer (or Transferee), be otherwise disadvantageous to such Agent, such Lender or the L/C Issuer (or Transferee). (c) The Loan Parties hereby jointly and severally indemnify and agree to hold each Agent, eachLender and the L/C Issuer harmless from and against Indemnified Taxes and Other Taxes (including, Indemnified Taxes and Other Taxes imposed on any amounts payable under this Section 2.09) here are our 10 best investing tips for building wealth in 2021 paid by such Person, whether or not such IndemnifiedTaxes or Other Taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which any such Person makes written demand therefore specifying in reasonable detail the nature and amount of suchIndemnified Taxes or Other Taxes. To equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBORRate Loan excluding any loss of margin above the LIBOR Rate had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Periodtherefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for suchperiod at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market.

Common Sections in Financing Agreements

“Debtor Relief Law” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for thebenefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect. Amount of the Revolving Credit Commitment immediately prior to such termination) plus (ii) the principal amount of any prepayment of the Term Loans on such date, (b) during theperiod of time after the date that is the first anniversary of the Effective Date up to and including the date that is the second anniversary of the Effective Date, an amount equal to 1.00 % times the sum of (i) the amount of anypermanent reduction or termination of the Total Revolving Credit Commitment on such date (or, in the case of a termination of the Revolving Credit Commitment, the total amount of the Revolving Credit Commitment immediately prior to such termination)plus (ii) the principal amount of any prepayment of the Term Loans on such date, and (c) thereafter, zero. “Administrative Agent’s Account” means an account at a bank designated by the Administrative Agent from time to time asthe account into which the Loan Parties shall make all payments to the Administrative Agent for the benefit of the Agents and the Lenders under this Agreement and the other Loan Documents. If, at any time, due to changes in facts and circumstances, or changes in US Transfer Pricing Tax Law, either party believes that the Service Fee nolonger reflects an arm’s length fee under US Transfer Pricing Tax Law, the parties shall negotiate in good faith to determine a new arm’s length Service Fee and by mutual agreement, amend this Agreement accordingly. If necessary,retroactive adjustments shall be made within sixty (60) days of the close of a fiscal year in order to ensure that the total Service Fee paid by SPML to Service Provider is arm’s length under US Transfer Pricing Tax Law. If an action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees,costs and expenses in addition to any other relief to which such prevailing party may be entitled.

Each Loan Party keeps its property adequately insured and maintains (i) insurance to such extent and against suchrisks, including fire, as is customary with companies in the same or similar businesses, (ii) workmen’s compensation insurance in the amount required by applicable law, (iii) public liability insurance, which shall include productliability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (iv) such other insurance as may be required by law(including, without limitation, against larceny, embezzlement or other criminal misappropriation). Schedule 6.01(s) sets forth a list of all insurance maintained by each Loan Party on the Effective Date. (c) The provisions of this Section 4.05 are made for the benefit of the Agents, the Lendersand their successors and assigns, and may be enforced by them from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Agents, the Lenders or such successors or assignsfirst to marshal any of its or their claims or to exercise any of its or their rights against any of the other Borrowers or to exhaust any remedies available to it or them against any of the other Borrowers or to resort to any other source or meansof obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 4.05 shall remain in effect until all of the Obligations shall have been Paid in Full. (a) All payments of principal and interest in respect of outstanding Loans,all payments in respect of the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Section 2.06 hereof to the extent set forth in a written agreement among the Agents and the Lenders, fees with respect toLetters of Credit provided for in Sections 2.06(c)(i)(B) and 2.06(c)(ii)) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion totheir respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made.

Who Helps With Financing Agreements?

(d) Notwithstanding anything to the contrary, (i) inno event shall the final maturity date of any Extended Revolving Credit Commitment at the time of establishment thereof be earlier than the Final Maturity Date, (ii) the amount of the Extended Revolving Credit Commitments shall not include anyscheduled decrease prior to the Final Maturity Date, and (iii) any Extended Revolving Credit Commitment may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatoryrepayments or prepayments hereunder, in each case as specified in the respective Revolver Extension Request. (i) The obligations of the parties under this Section 2.09 shall survive the termination of this Agreement and thepayment of the Loans and all other amounts payable hereunder. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that isa participation holder, on or before the date such participation holder becomes a Transferee hereunder). Lender shall deliver such forms within 20 days after receipt of a written request therefor from any Agent, the assigningLender or the Lender granting a participation, as applicable. (b) In addition,each Loan Party agrees to pay to the relevant Governmental Authority in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment madehereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (“Other Taxes”).

The proceeds of the Loans shall be used to (a) finance aportion of the Purchase Price for the Funko Acquisition, (b) pay fees and expenses in connection with the transactions contemplated hereby, (c) refinance certain Indebtedness of the Borrowers, (d) fund working capital and othergeneral corporate purposes of the Borrowers and (e) to fund the working capital adjustment in connection with the Acquisition, if any. The Letters of Credit will be used for working capital and other general corporate purposes. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent and no outstanding obligations of the Parentconvertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests of the Parent. Proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing andother costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents. (c) In each instance, so long as no Event of Default has occurred and is continuing and the Administrative Agent has not elected to or has notbeen directed by the Collateral Agent to apply payments and other Proceeds of Collateral in accordance with Section 4.03(b), Section 4.03(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to theAdministrative Agent to be for the payment of the principal of or interest on the Term Loans or other related Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loansin accordance with the terms and conditions of Section 2.05. In determining whether to honor any request for drawing under any Letter ofCredit by the beneficiary thereof, the L/C Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with therequirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

For purposes of thisSection 12.20 the term “applicable law” shall mean that law in effect from time to time and applicable to the loan transaction between the Borrowers, on the one hand, and the Agents and the Lenders, on the other, that lawfully permitsthe charging and collection of the highest permissible, lawful non-usurious rate of interest on such loan transaction and this Agreement, including laws of the State of New York and, to the extent controlling,laws of the United States of America. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of anyIndebtedness 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 amanner 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. All national and Federal, and all material state, provincial and local tax returns andother reports required by applicable Requirements of Law to be filed by any Loan Party or any of its Subsidiaries have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any LoanParty or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries and which have become due and payable on or prior to the date hereof have been paid, except (i) to the extent contested in good faith by properproceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordancewith GAAP or (ii) in the case of any Subsidiary that is not a Loan Party, relating to amounts that are not material. Each Loan Party is resident for Tax purposes only in the jurisdiction of its incorporation. This Agreement is, and each other Loan Document to which any Loan Party is or will be a party,when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratorium or other similar laws affecting creditors’ rights generally. (a) If any Lender requires the Borrowers to pay any additional amounts under Section 2.07 or requests compensation underSection 2.10, then such Lender shall (at the request of the Administrative Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder toanother of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to such Section in the future, and (ii) would not subject such Lenderto any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

Subject to Section 4.03(b), the Administrative Agent may, after the occurrence and during the continuation of any Event ofDefault, require the Borrowers to Cash Collateralize each Letter of Credit then outstanding. The Parent has delivered to the Agents complete and correct copies of the Acquisition Documents, includingall schedules and exhibits thereto. The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, writtenor oral, relating to the matters covered thereby. The execution, delivery and performance of the Acquisition Documents by Parent and the Buyer, and, to the knowledge of Parent, each of the other parties thereto, has been duly authorized by allnecessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person.

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