This template is designed for situations where a corporation needs to document a debt obligation without providing security. An Unsecured Promissory Note Issued By A Corporation is commonly used for short to medium-term financing, inter-company loans, or when the borrowing corporation has strong creditworthiness. The document, governed by Canadian law, includes essential elements required by the Bills of Exchange Act and corporate legislation, such as the unconditional promise to pay, specific payment terms, interest provisions, and events of default. It's particularly useful when formal loan agreements might be too complex for the transaction size or when maintaining flexibility in debt arrangements is desired. The template accommodates various business purposes while ensuring compliance with Canadian federal and provincial legal requirements.
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1. Parties: Identification of the corporation as maker/issuer and the payee
2. Background: Brief context of the debt obligation and its purpose
3. Definitions: Key terms used in the note, including Business Day, Interest Rate, Maturity Date
4. Promise to Pay: Unconditional promise to pay the principal amount with specified interest
5. Payment Terms: Details of principal and interest payments, including amounts, dates, and calculation methods
6. Place of Payment: Specified location or manner in which payments will be made
7. Events of Default: Circumstances constituting default and consequences
8. Remedies: Rights and remedies available to the holder upon default
9. Assignment: Terms governing transferability of the note
10. Notices: Process and requirements for giving notices under the note
11. Governing Law: Specification of Canadian law as governing law and jurisdiction
1. Prepayment Rights: Optional terms allowing early payment of the note, with or without premium
2. Security Interest: If later security is contemplated, provisions for adding security interests
3. Subordination: Terms regarding subordination to other debt, if applicable
4. Guarantees: Provisions for corporate or personal guarantees, if any
5. Tax Provisions: Provisions dealing with withholding tax and tax indemnities
6. Currency Provisions: For notes involving multiple currencies or currency conversion
7. Amendment Provisions: Process for modifying the note terms
8. Representations and Warranties: Basic corporate representations if required
1. Payment Schedule: Detailed amortization or payment schedule if payments vary or are complex
2. Corporate Authorization: Copy of corporate resolution authorizing the note issuance
3. Interest Calculation Methods: Detailed procedures for calculating interest in complex cases
4. Form of Notice: Standard form for notices or payment demands
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Real Estate
Manufacturing
Technology
Construction
Energy
Mining
Healthcare
Retail
Agriculture
Transportation
Infrastructure Development
Professional Services
Relevant Teams
Legal
Finance
Treasury
Corporate Secretariat
Risk Management
Compliance
Corporate Governance
Credit
Business Development
Investment
Relevant Roles
Chief Financial Officer
Corporate Treasurer
Finance Director
Corporate Secretary
Legal Counsel
Finance Manager
Corporate Director
Risk Manager
Financial Controller
Compliance Officer
Credit Manager
Investment Officer
Business Development Manager
Account Manager
Corporate Governance Officer
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