Pre-Closing Loan Clause Samples
The Pre-Closing Loan clause defines the terms under which a lender provides funds to a borrower before the formal closing of a transaction. Typically, this clause outlines the amount available, the permitted uses of the loan, and any conditions or covenants that must be met prior to closing, such as documentation requirements or interim interest payments. Its core function is to ensure that the borrower has access to necessary funds to cover pre-closing expenses or obligations, thereby facilitating a smoother transaction process and addressing potential cash flow gaps before the deal is finalized.
Pre-Closing Loan. At the Company’s request, at any time and from time to time after January 1, 2025, Parent shall, or shall cause one of its Affiliates to, subject to the execution of definitive loan documents mutually agreed by the Company and Parent (or its applicable Affiliate), provide the Company with a $20 million, multi-draw term loan credit facility (the “Bridge Loan Facility”), on the terms and subject to the conditions set forth on Section 6.15 of the Company Disclosure Schedule (the “Bridge Loan Term Sheet”) (or on such terms as may otherwise be agreed in writing by the Company and Parent), and the Company and Parent hereby agree to cooperate in good faith with one another to negotiate, agree upon and execute the Loan Documentation (as defined in the Bridge Loan Term Sheet) promptly following, and in any event within 30 days (or such later date as Parent and the Company may agree) of, the execution of this Agreement.
Pre-Closing Loan. On the Closing Date, but prior to the Closing, SYS shall lend Polexis $550,000 pursuant to a demand promissory note. Polexis shall use the proceeds of the loan as follows: $200,000 for employee bonuses (to be designated, or redesignated, in the event conditions fail, by the then directors and officers of Polexis), $300,000 in payment of a cash fee owed to ▇▇▇▇▇▇▇▇▇▇ and Co., and up to $50,000 to pay expenses of Polexis related to the Merger (following which payment no transaction related expenses shall remain unpaid).
Pre-Closing Loan. (a) So long as none of the Companies or Shareholders are in breach of any of their obligations hereunder or the documents executed in connection herewith (the “Loan Documents”) and subject to the other conditions described in this Agreement, Atlas Investments, Inc. may request that Buyer provide a loan to Atlas Investments, Inc. not more than two days prior to the scheduled date of the Closing in a principal amount of not more than $33,000,000 (the “Loan”). The Loan shall be evidenced by a promissory note, in substantially the form of Exhibit C, dated the date the Loan is made in the original principal amount of the Loan advanced and made payable to the order of Buyer. The Loan shall be scheduled to mature on the earlier of the date of the Closing and the second day after the Loan is made and the principal amount thereof shall bear interest at 5% per annum, accruing from the date the Loan is made; provided, that in the event that the Closing does not occur as scheduled as a result of the failure of a condition set forth in Section 4.03 or the failure of Buyer to obtain the Financing, interest shall not be deemed to accrue for the period that the Loan is outstanding. All accrued and unpaid interest and principal of the Loan shall be due and payable on the maturity date of the Loan. The Loan and the obligations of the Shareholders and Companies with respect to this Agreement and the Loan Documents shall be secured by a first priority security interest on all of the Capital Stock (and related rights) of Alberta, Alliance, Atlas Investments, Inc., Redi-Mix Management, Inc., Redi-Mix GP, LLC and I▇▇▇▇▇ Enterprises Management, Inc., pursuant to a pledge and security agreement in substantially the form of Exhibit D. The conditions to the Loan shall include such conditions as are reasonably requested by Buyer, including (i) the receipt of a certificate of the Shareholder and Companies stating that at such time and after giving effect to the Loan and the transactions contemplated thereby all representations of the Shareholders and Companies contained herein and the Loan Documents are and shall be true and correct and that no breach of the obligations of the Shareholders or Companies has occurred under this Agreement and the Loan Documents, (ii) the execution and delivery of Loan Documents, together with stock powers satisfactory to Buyer, and (iii) the receipt of evidence reasonably satisfactory to Buyer as to the enforceability of the note, the loan agreement, ple...
Pre-Closing Loan. As soon as practicable after all conditions to the Closing (as defined in Section 3.1) shall have been satisfied or waived and immediately prior to the Closing, AppNet shall make a loan to I33 (the "Loan") in an amount requested by I33 which is equal to the Option Exercise Price payable by I33 to acquire from ▇▇▇▇▇▇▇▇▇▇ all of her right, title and interest in 25 shares of the Common Stock of I33 under that certain Stock Option Agreement attached to Schedule 2.1 (the "Option Agreement"). I33 shall immediately apply the proceeds of the Loan to pay the Option Exercise Price.
Pre-Closing Loan. Within two business days after delivery to Pubco of a fully executed original of this Agreement, Pubco shall make the Loan to Target. The Loan shall be evidenced by a promissory note in the form attached hereto as Schedule “G”, which shall specify that the Loan shall mature upon the earlier of (a) the Closing Date and (b) the date upon which this Agreement is terminated for any reason, and shall be secured by a first lien on all of the property of Target, which shall be evidenced by a General Security Agreement in the form attached hereto as Schedule “H” and perfected by the appropriate public record filings. D/EPM/762545.9
Pre-Closing Loan. Parent hereby loans the following amounts to each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ Irish as of the date hereof. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $963,000 ▇▇▇▇▇ ▇▇▇▇▇ $963,000 ▇▇▇▇▇▇▇ Irish $484,000 Total $2,410,000 (the “Loan Amount”)