Seller Loans Clause Examples
The Seller Loans clause defines the terms under which the seller provides financing to the buyer as part of a transaction. Typically, this clause outlines the loan amount, interest rate, repayment schedule, and any security interests or collateral involved. For example, the seller may agree to finance a portion of the purchase price, with the buyer repaying over a set period. The core function of this clause is to facilitate the transaction by enabling the buyer to complete the purchase even if they do not have immediate access to full funding, while also protecting the seller’s financial interests.
Seller Loans. Except as set forth on Schedule 6.7 of the Company Disclosure Schedules, at the Closing, all loans, and the obligations relating thereto, between any Seller, on the one hand, and any Acquired Company, on the other hand, will be terminated.
Seller Loans. Except as set forth in Schedule 3.27, there are no loans, advances or other obligations for borrowed money owing by Company.
Seller Loans. 36 7.10 Sale by Sellers of Purchaser's Common Stock..................................................37 7.11
Seller Loans. Except as set forth in Seller Disclosure Schedule 4.22(a), as of the date hereof, Seller is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30, 2007, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Seller, or to Seller’s Knowledge, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Seller Disclosure Schedule 4.22(a) identifies (A) each Loan that as of June 30, 2007 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “Discuss Only” or words of similar import by Seller or as a consequence of an examination of Seller by the FDIC or VBD, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (B) each asset of Seller that as of June 30, 2007 was classified as OREO and the book value thereof.
Seller Loans. 37 7.12 CDSOA Claims ...................................................... 37 7.13 Inventory Valuation Procedures .................................... 38 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER .................. 38 8.1 Accuracy of Representations and Warranties ........................ 39 8.2 Compliance with Agreements and Covenants .......................... 39 8.3 Hart-Scott-Rodino ................................................. 39 8.4 No Injunctions .................................................... 39
Seller Loans. On the Closing Date, immediately upon receipt of the Estimated BDH Payment, each Seller shall pay or cause to be paid to BDH, by wire transfer of immediately available funds to an account designated by the Purchaser, all loans receivable due and owing to BDH from such Seller as of the Closing Date, together with accrued interest thereon.
Seller Loans. (a) ▇▇▇▇▇ shall assume at Closing and shall timely make all payments and perform all other obligations due or to become due thereafter with respect to the Bonds, and with respect to the economic development loan in the amount of $1,000,000 from the State of Kentucky. Buyer agrees that it will redeem the Bonds in full on February 1, 2008, on which date they are first callable at par without premium or penalty.
(b) Buyer acknowledges that NSST has agreed in connection with the issuance of the Bonds, among other things, not to take any action that would result in the loss of the exemption of interest on any Bonds from federal income taxation or otherwise violate its obligations under the Bonds. Buyer covenants and agrees with NSST that at Closing and thereafter, so long as the Bonds remain outstanding, Buyer (a) will not use or permit the Bond financed assets to be used as other than as qualified docks and wharves within the meaning of section 103(b)(4)(D) of the Internal Revenue Code of 1954, as amended, and (b) will not violate or contravene any written representation, warranty, covenant or other agreement or obligation of NSST with respect to the Bond obligations. Buyer shall indemnify and defend NSST for any breach of the foregoing covenant.
Seller Loans. Except as set forth on Schedule 3.18, the Seller is not a guarantor or indemnitor of any indebtedness of Parent or of any affiliate or subsidiary of Parent or of any other person. Set forth on Schedule 3.18 is a list of any and all loans in which Seller is either a borrower, lender or guarantor, including any loans, debts, obligations or other amounts owed by Seller to any third party, or any related parties, including without limitation, or any of Seller's affiliates or subsidiaries ("Seller Loans"). Seller represents and warrants that as of the Closing, the continued existence of the Seller Loans and the indebtedness evidenced therein, will not result in any tax liability to Buyer or Seller or affect the transfer of title of the Assets to the Buyer. Notwithstanding the foregoing, the existence of any loans as set forth on the attached Schedule will not prevent the Seller from conveying the Assets as contemplated by this Agreement to Buyer free and clear of any and all encumbrances or Liens.
Seller Loans. Subject to Section 1.4(g), no later than August 1, 2012, the Seller Parties shall cause Credit Cash LLC and Advance Financial Corporation to provide Petrenko and Company with written releases of all liability under the Credit Cash Loan and Advance Financial Loan. None of the Purchaser Parties shall provide, or shall be required to provide, any continuation or extension of any personal guarantee with respect to either the Credit Cash Loan or Advance Financial Loan.
Seller Loans. Each Seller (other than Yorktown Energy Partners IV, L.P.) will receive from Buyer only the amount of Purchase Price in excess of any such promissory notes or other indebtedness as set forth on Final Schedule 3.4 and no such Seller will assert any claim against Buyer or the Company regarding any such promissory notes or other indebtedness. All amounts payable under this Section 3.7 shall be paid by Buyer by wire transfer of immediately available funds at or prior to the Closing.