(d) entry into the loan agreement is subject to a specific authorisation procedure for the company; In the event of the acquisition of private companies, lenders will want to benefit from all the unfavourable commercial amending clauses that the purchaser negotiates in the contract to sell the objective, but generally do not require that these provisions be repeated in the letter of commitment or in the credit agreement, which instead provides that the terms of acquisition are met and not waived. Lenders require controls on the buyer`s ability to modify or waive certain provisions of the acquisition contract, such as the long-standing reference. B, price, closing conditions, termination rights or, if applicable, warranty clauses. Guarantees can be made through shares held by companies incorporated in France, either through a pledge of title accounts relating to shares of a limited company (a limited company, a simplified share company or a European company), or through the pawning of shares in other types of companies (for example. B a limited liability company). , a partnership or civil society, etc.). What are the obligations of the parties in credentials and acquisition contracts in your jurisdiction? Fully signed, the best efforts or other types of commitments? The borrower is the principal responsible for the accounting of the applicable withholding tax to the tax authorities. Borrowers are generally required to increase the gross amount of withholding tax resulting from a change in the legislation after the lender`s date in question entered into the facility agreement. However, lenders are not protected from a reserve prior to their accession to the agreement or are not due to any actual change attributable to the lender concerned. B (for example, a change of office facilities or non-compliance with the applicable formalities to qualify for an exemption). Lenders generally expect them to be compensated for all taxes related to the loan, with the exception of withholding tax (excluding net income taxes collected by the jurisdiction in which the lender is established or for which the lender is a tax resident or (if not) of the lender).
French law provides for two methods of pawning the state of affairs. The first, known as the civil deposit obligation, requires that the secured creditor effectively transfer the holding and control of the assets constituting the mortgaged inventory. This objective is generally achieved by the parties` designation of a third-party supplier that separates the mortgaged items, controls entries and exits and keeps a record accordingly. Although it is difficult to implement and manage, a civil inventory directive is a very effective security interest, as the secured creditor`s holding allows it to outperform even creditors who would otherwise be legally privileged over enforcement revenues. Other features relating to judicial financing operations in France include: (1) interest under a French loan contract can only be remunerated if it is accrued for a period of at least one year; and (2) French borrowers must be informed, no later than the day of the conclusion of the credit agreement, of an effective specific disclosure on the global interest rate (“TEG”).