Loan to Seller Clause Samples
The 'Loan to Seller' clause defines the terms under which the buyer provides a loan to the seller as part of a transaction. Typically, this clause outlines the loan amount, repayment schedule, interest rate, and any security or collateral requirements. For example, the buyer might lend the seller a portion of the purchase price to facilitate the seller’s obligations or to bridge a financing gap. The core function of this clause is to formalize the lending arrangement between the parties, ensuring both sides understand their rights and obligations, and to provide a clear mechanism for repayment, thereby reducing the risk of disputes.
Loan to Seller. If the Closing does not occur by May 31, 1997, Buyer will loan or cause to be loaned to Seller Ten Million Dollars ($10,000,000) on that date to be used to pay in full all outstanding balances of any debt of Seller. The loan will be payable at the Closing or, in the event there is no Closing, within twelve (12) months from the termination of the Purchase Agreement. The loan will be evidenced by a Promissory Note (the "Note") in the form of Exhibit A annexed hereto which will bear annual interest on the outstanding principal (with the rate of interest to be determined by the third party lender providing the funds). If there is no Closing then, in that event, Seller and Buyer will immediately commence efforts to refinance or recapitalize the Seller. If no agreement can be reached by the parties within 120 days after termination with respect to any refinancing or recapitalization plan, then, in that event, Seller shall initiate efforts in conjunction with Buyer and/or its principals to sell the Station to a third party. The proceeds of the sale to a third party will be used to (1) first repay the aforementioned loan and accrued interest (to the extent not previously paid), (2) then reimburse Buyer for any net losses incurred by Buyer under the MA and (3) then pay Buyer 50% of the gross amount received in excess of $22 Million. The loan will be secured by (1) a first security interest in accordance with the form annexed hereto as Exhibit B in all of the Station Assets, including but not limited to licenses issued by the FCC (to the extent permitted by law) and the proceeds of the sale of the Station Assets, (2) pledges of stock for Seller and Peregrine Communication, Ltd. ("Peregrine") and (3) the personal guarantees of ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ Holdings, L.L.C., an Oregon limited liability company, in the form of Exhibit C annexed hereto: provided, that Buyer will not invoke its remedies under those guarantees unless and until it is determined the aforementioned pledged stock is insufficient to repay the amounts due Buyer under the aforementioned loan.
Loan to Seller. Buyer shall make funds available to Seller in accordance with the terms and conditions set forth in the Loan Agreement, and Seller and Buyer shall comply with their respective agreements, obligations and covenants under the Loan Agreement.
Loan to Seller. As of the date of this Agreement, and upon the terms and -------------- subject to the conditions of this Agreement, Company agrees to make a loan to Seller in the amount of $500,000 in exchange for Seller's execution and delivery of a promissory note (the "Note") in the form attached hereto as Exhibit A.
Loan to Seller. If the Closing occurs, at the Closing, if requested by Seller, Buyer shall lend Seller the principal sum of $587,000 pursuant to the promissory note in the form of EXHIBIT 5.14(A) (the "NOTE") executed by Seller; provided that the Selling Parties other than Seller and the Founders execute a Guaranty of performance and payment in the form of EXHIBIT 5.14(B) (the "GUARANTY").
Loan to Seller. As part of the consideration for this Agreement, Buyer agrees to lend to Seller, and Seller agrees to borrow from Buyer, One Million, Seven Hundred Twenty-five Thousand, Five Hundred Thirty-six Dollars ($1,725,536), pursuant to the terms and conditions of the promissory note to be executed by the Seller and delivered to Buyer at Closing in the form as attached as Exhibit J (the "Note"). Seller agrees to repay the Note pursuant to the terms and conditions of the Note.
Loan to Seller. Buyer shall loan to Seller the principal amount of $4,000,000 pursuant to a promissory note (the "Note") in favor of Buyer in the form attached hereto as Exhibit B bearing interest at a rate of 6% per annum, the proceeds of which shall be paid as follows: $2,429,235 (the "Flexible Funding Payment") shall be paid by wire transfer to an account designated by Flexible Funding LLC (the "Factoring Agent") and $1,570,765 (the "Additional Escrow Amount") shall be paid by wire transfer to an account designated by the Escrow Agent under the Escrow Agreement and held in escrow pursuant to the terms of the Escrow Agreement.
Loan to Seller. Buyer agrees to provide Seller with a $700,000.00 loan, to be disbursed at Closing. The loan shall be evidenced by a promissory note, signed by Seller at Closing (the “Seller Note”). The Seller Note shall be for a term of 3 years with interest at 6% per annum. Payments shall be made as follows:
(i) Payment due on June 30, 2012, calculated in an amount equal to Sales Incentive described in Section 2.4 below, and Consulting Compensation described in Section 2.5 below, from the Closing Date to March 31, 2012. Buyer shall apply the Sales Incentive and the Consulting Compensation amounts to the payment due on June 30, 2012.
(ii) Payment due on June 30, 2013, calculated in an amount equal to Sales Incentive and Consulting Compensation from April 1, 2012 through March 31, 2013. Buyer shall apply the Sales Incentive and the Consulting Compensation amounts to the payment due on June 30, 2013.
(iii) Any remaining balance shall be due and payable on March 31, 2014. The Seller Note shall be in the form of Exhibit B attached to this Agreement.
Loan to Seller. On the Closing Date, Parent shall lend to Seller, pursuant to the terms of the Loan Documents, attached hereto as Exhibit 3.2(c), Exhibit 3.2(d), and Exhibit 3.2(e) the sum of $1,650,000 (the “Loan”). The Loan shall be repaid to Parent, pursuant to the terms of the Loan Documents, solely from proceeds from the sale by Seller of Parent Common Stock received as a portion of the Aggregate Purchase Consideration. Any interest to be paid, as provided in the Promissory Note, will be paid to Parent subject to any withholding or other applicable tax imposed on such payment. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid.