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1. Parties: Identifies and defines all parties to the agreement, including their legal status, registration details, and addresses
2. Background: Sets out the context of the funding arrangement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Amount and Purpose of Funding: Specifies the funding amount, payment schedule, and intended use of funds
5. Conditions Precedent: Lists conditions that must be satisfied before the funding becomes available
6. Representations and Warranties: Statements of fact and assurances given by both parties
7. Covenants: Ongoing obligations of the recipient regarding business operations, reporting, and financial management
8. Security: Details of any security or collateral provided for the funding
9. Events of Default: Circumstances that constitute default and their consequences
10. Repayment Terms: Schedule and methods of repayment, including interest calculations if applicable
11. Termination: Circumstances under which the agreement can be terminated and the consequences
12. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Interest and Fees: Required if the funding includes interest payments or additional fees. Details calculation methods and payment schedules
2. Conversion Rights: Include if the funding can be converted into equity, specifying conversion terms and process
3. Board Rights: Include if the funder gets board representation or observer rights
4. Information Rights: Optional section detailing specific reporting requirements beyond standard covenants
5. Exit Rights: Include if there are specific provisions for exits, IPOs, or change of control
6. Tag-Along/Drag-Along Rights: Include if the funding agreement includes share transfer restrictions or rights
7. Anti-dilution Protection: Include if the funding includes equity components with anti-dilution protection
8. Force Majeure: Optional clause dealing with unforeseen circumstances affecting performance
1. Schedule 1 - Payment Schedule: Detailed breakdown of funding disbursement dates and amounts
2. Schedule 2 - Conditions Precedent Checklist: List of all documents and conditions required before funding
3. Schedule 3 - Security Details: Comprehensive description of all security/collateral provided
4. Schedule 4 - Financial Covenants: Specific financial ratios and targets to be maintained
5. Schedule 5 - Reporting Requirements: Templates and timeframes for required financial and operational reports
6. Schedule 6 - Key Personnel: List of key management personnel if relevant to the funding conditions
7. Appendix A - Form of Drawdown Notice: Template for requesting fund disbursements
8. Appendix B - Compliance Certificate: Template for periodic compliance certification
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