The Board Resolution Loan Agreement is a crucial document used when a company seeks to formalize both the corporate approval and the terms of a loan transaction under German law. This document type is particularly important in the German corporate environment, where strict corporate governance requirements must be met alongside banking regulations. It serves dual purposes: documenting the board's formal approval of the borrowing and establishing the detailed terms of the loan agreement. The document typically includes board meeting minutes or excerpts, loan terms, conditions precedent, representations and warranties, and compliance requirements under German corporate and banking laws. It's commonly used for significant corporate borrowings where board approval is required by law or company statute, ensuring all corporate governance and regulatory requirements are met in a single, comprehensive document.
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1. Parties: Identification of the lender and borrower, including full legal names, registration details, and addresses
2. Background: Context of the loan agreement and reference to the board resolution authorizing the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. Board Resolution Details: Specific details of the board resolution authorizing the loan, including date and voting results
5. Loan Amount and Purpose: Specification of the loan amount, currency, and intended purpose
6. Interest Rate and Calculations: Details of interest rate, calculation method, and payment frequency
7. Repayment Terms: Schedule and method of repayment, including any early repayment provisions
8. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective
9. Representations and Warranties: Standard corporate representations and specific declarations required under German law
10. Covenants: Ongoing obligations of the borrower during the loan term
11. Events of Default: Circumstances constituting default and consequences
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. Execution: Formal execution blocks complying with German law requirements
1. Security: Include when the loan is secured by specific assets or guarantees
2. Tax Provisions: Include when specific tax implications need to be addressed
3. Assignment and Transfer: Include when transfer rights need to be specifically regulated
4. Costs and Expenses: Include when there are specific cost allocation arrangements
5. Information Obligations: Include for loans requiring ongoing financial reporting
6. Currency Provisions: Include for loans involving multiple currencies
7. Supervisory Board Approval: Include when supervisory board approval is required under German law
1. Schedule 1 - Board Resolution: Copy of the actual board resolution authorizing the loan
2. Schedule 2 - Repayment Schedule: Detailed amortization schedule if applicable
3. Schedule 3 - Form of Drawdown Notice: Standard form for requesting loan disbursements
4. Schedule 4 - Conditions Precedent Documents: List of required documents and evidence
5. Schedule 5 - Security Documents: If applicable, details of any security arrangements
6. Appendix A - Signing Authorities: Documentation of authorized signatories
7. Appendix B - Corporate Authority Documents: Relevant corporate registration and authorization documents
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