Existing Company Loans Clause Samples
The 'Existing Company Loans' clause defines how any outstanding loans owed by the company at the time of the agreement are to be handled. It typically specifies whether these loans will remain in place, be repaid, or be assumed by a new party, and may require disclosure of all such obligations. This clause ensures transparency regarding the company's financial liabilities and clarifies responsibility for repayment, thereby preventing future disputes over undisclosed debts.
Existing Company Loans. (a) With respect to each Existing Company Loan, the Company, in its sole and absolute discretion, shall either (i) cause the Surviving Company to assume the Existing Loan at the Closing or (ii) cause the Existing Company Loan to be refinanced or repaid in connection with the Closing, in each case, subject to obtaining any necessary consent, if applicable, from the lender, agent or servicer, as applicable, with respect to such Existing Company Loan (the “Lender”) prior to Closing; provided, however, that if the Company elects to proceed under clause (i) of this sentence with respect to an Existing Company Loan, the Company may nonetheless, in its sole and absolute discretion, cause such Existing Company Loan to be refinanced or repaid at or prior to the Closing.
(b) The Company acknowledges that, from the date of this Agreement, it shall use its commercially reasonable efforts to obtain the consent of each Lender to the Merger or the refinancing or repayment of the Existing Company Loan, as applicable, in accordance with the election by the Company under Section 4.4(a). Each of the MAMP Parties shall use its commercially reasonable efforts to assist and cooperate with the Company in connection with the efforts of the Company to obtain the consent of each Lender to the Merger or the refinancing or repayment of the Existing Company Loan, as applicable, in accordance with the election by the Company under Section 4.4(a).