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Royalty Loan Agreement
"I need a Royalty Loan Agreement for a €5 million loan to a software company, where repayment will be based on 3% of the company's licensing revenue from their AI technology platform, with quarterly payments starting March 2025."
1. Parties: Identification of the lender and borrower, including full legal names and addresses
2. Background: Context of the agreement, including the purpose of the loan and basis for royalty payments
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Loan Amount and Purpose: Specification of the loan amount, drawdown conditions, and permitted use of funds
5. Royalty Payments: Details of how royalties are calculated, payment frequency, and reporting requirements
6. Term and Repayment: Duration of the loan and mechanisms for repayment through royalties
7. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective
8. Representations and Warranties: Standard representations and warranties from the borrower
9. Covenants: Positive and negative obligations of the borrower during the loan term
10. Information Rights: Borrower's obligations to provide financial and operational information
11. Events of Default: Circumstances constituting default and consequences
12. Boilerplate Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Security: Details of any security or collateral provided for the loan - include if security is being provided
2. Intellectual Property Rights: Specific provisions regarding IP rights generating the royalties - include if specific IP assets are involved
3. Agent Provisions: Provisions regarding the appointment and role of an agent - include for multiple lender situations
4. Early Repayment: Terms for early repayment or buyout options - include if early repayment is permitted
5. Guarantees: Terms of any guarantees provided - include if there are guarantors
6. Assignment and Transfer: Detailed provisions for transferring rights under the agreement - include if transfers are contemplated
7. Subordination: Provisions regarding ranking of the loan - include if there are other creditors requiring subordination
1. Schedule 1 - Royalty Calculation: Detailed methodology for calculating royalty payments
2. Schedule 2 - Form of Drawdown Notice: Template for requesting loan disbursements
3. Schedule 3 - Reporting Requirements: Templates and requirements for periodic financial reporting
4. Schedule 4 - Security Details: Description of any security or collateral provided
5. Schedule 5 - IP Rights: Detailed description of intellectual property rights generating royalties
6. Schedule 6 - Conditions Precedent: List of all required conditions precedent documents
7. Appendix A - Financial Projections: Agreed financial projections for royalty calculations
8. Appendix B - Form of Compliance Certificate: Template for periodic compliance certification
Authors
Applicable Law
Borrower
Business Day
Calculation Date
Calculation Period
Change of Control
Compliance Certificate
Default
Default Interest
Default Rate
Drawdown Date
Drawdown Notice
Event of Default
Facility
Financial Indebtedness
Financial Statements
Financial Year
GAAP
Gross Revenue
Group
Guarantee
Information Report
Initial Advance
Interest Period
IP Rights
Lender
License Agreement
Loan
Loan Amount
Material Adverse Effect
Minimum Royalty Payment
Net Revenue
Payment Date
Permitted Security
Proceedings
Qualifying Revenue
Quarter
Quarterly Report
Related Rights
Relevant Jurisdiction
Repayment Date
Reporting Period
Revenue Account
Revenue Statement
Royalty
Royalty Calculation
Royalty Payment
Royalty Period
Royalty Rate
Security
Security Documents
Security Interest
Subsidiary
Tax
Term
Transaction Documents
Underlying Rights
Drawdown
Interest
Royalty Payments
Repayment
Security
Conditions Precedent
Representations and Warranties
Covenants
Information Undertakings
Financial Covenants
Revenue Reporting
Calculation
Payment Mechanics
Bank Accounts
Tax Gross-up
Increased Costs
Events of Default
Acceleration
Assignment and Transfer
Changes to Parties
Set-off
Confidentiality
Data Protection
Notices
Amendments and Waivers
Severability
Counterparts
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Third Party Rights
Anti-Money Laundering
Subordination
Further Assurance
Technology
Media & Entertainment
Pharmaceuticals
Biotechnology
Software Development
Gaming
Publishing
Music Industry
Patent Licensing
Manufacturing
Research & Development
Franchising
Legal
Finance
Treasury
Intellectual Property
Revenue Management
Compliance
Risk Management
Commercial Operations
Corporate Development
Business Development
Chief Financial Officer
General Counsel
IP Counsel
Finance Director
Treasury Manager
Commercial Director
Chief Executive Officer
Licensing Manager
Revenue Manager
Controller
Legal Counsel
Investment Manager
Portfolio Manager
Risk Manager
Compliance Officer
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