tiktok���˰�

A Loan Agreement Between Parent Company And Subsidiary is a crucial document for implementing intra-group financing arrangements under German law. This agreement is typically used when a parent company provides financial support to its subsidiary through a formal loan structure, rather than equity injection. The document must comply with German civil law requirements for loan agreements (BGB), corporate law provisions regarding intra-group transactions (AktG or GmbH-Gesetz), and relevant tax regulations, particularly regarding transfer pricing. It's essential for documenting the terms of financial support, establishing clear repayment obligations, and maintaining proper corporate governance within group structures. The agreement becomes particularly important for audit trails, tax compliance, and potential insolvency scenarios where the treatment of shareholder loans requires careful consideration.

1. Parties: Identification of the parent company as lender and subsidiary as borrower, including registration details required under German law

2. Background: Context of the intra-group loan, relationship between parties, and purpose of the loan

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and currency specifications

4. The Facility: Loan amount, purpose, and drawdown mechanisms

5. Interest: Interest rate, calculation methods, payment dates, and default interest provisions

6. Repayment and Prepayment: Repayment schedule, prepayment terms, and mandatory prepayment events

7. Representations and Warranties: Standard representations adapted for parent-subsidiary context

8. Information Undertakings: Financial and operational information to be provided by the subsidiary

9. General Undertakings: Borrower's obligations regarding business conduct and maintenance of status

10. Events of Default: Circumstances constituting default and consequences

11. Changes to Parties: Assignment and transfer provisions

12. Subordination: Provisions regarding ranking of the loan, especially in insolvency scenarios

13. Payment Mechanics: Payment procedures, currencies, and tax provisions

14. Notices: Communication methods and contact details

15. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions