Common use of Adequacy of Funds Clause in Contracts

Adequacy of Funds. Acquiror has delivered to Target a true and complete copy of the Commitment Letter (other than any Fee Letters relating solely to the payment of fees and that do not affect the terms and conditions under which the financing that is the subject of the Commitment Letter would be provided); provided, however, that the Parties acknowledge that the Commitment Letter has been redacted with respect to confidential information contained therein relating to fee amounts. As of the date of this Agreement, (i) the Commitment Letter has not been amended or modified, and (ii) the commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this Agreement, no event or circumstance has occurred or exists that would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent under the terms and conditions of the Commitment Letter. There are no conditions precedent or other contingencies, side agreements or other arrangements or understandings (excluding the redacted portions of the Commitment Letter) related to the funding of the Financing or the terms thereof, other than as set forth in the Commitment Letter in the forms delivered to Target. Subject to the terms and conditions set forth in the Commitment Letter, and subject to the terms and conditions set forth in this Agreement, the aggregate proceeds contemplated by the Commitment Letter, together with the available cash on hand of Acquiror, will be sufficient for Acquiror to consummate the transactions contemplated hereby upon the terms contemplated by this Agreement. Acquiror has fully paid (or has caused to be fully paid) any and all commitment fees that have been incurred and are due and payable in connection with the Commitment Letter prior to the date of this Agreement and has otherwise satisfied (or caused to be satisfied) all other terms and conditions required to be satisfied pursuant to the terms of the Commitment Letter on or before the date hereof.

Adequacy of Funds. Acquiror Parent has delivered obtained a commitment letter from X.X. Xxxxxx Securities LLC (“JPMorgan”), JPMorgan Chase Bank, N.A. (“JPMCB”), and U.S. Bank National Association (“U.S. Bank,” and together with JPMorgan and JPMCB, the “Financing Sources”) for financing (the “Commitment Letter”) pursuant to Target a true and complete copy of the Commitment Letter (other than any Fee Letters relating solely to the payment of fees and that do not affect the terms and conditions under which the financing that is the subject of the Commitment Letter would be provided); providedFinancing Sources have agreed, however, that the Parties acknowledge that the Commitment Letter has been redacted with respect to confidential information contained therein relating to fee amounts. As of the date of this Agreement, (i) the Commitment Letter has not been amended or modified, and (ii) the commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this Agreement, no event or circumstance has occurred or exists that would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent under the terms and conditions of the Commitment Letter. There are no conditions precedent or other contingencies, side agreements or other arrangements or understandings (excluding the redacted portions of the Commitment Letter) related to the funding of the Financing or the terms thereof, other than as set forth in the Commitment Letter in the forms delivered to Target. Subject to the terms and conditions set forth in the Commitment Letter, and subject to the terms and conditions set forth therein, to provide credit facilities in this Agreement, the aggregate amount of $200,000,000 (the “Financing”) to Parent at Closing. The net proceeds contemplated by from the Commitment LetterFinancing at Closing, together with cash of Parent will, in the available cash on hand of Acquiroraggregate at Closing, will be provide funds to Parent sufficient for Acquiror to consummate the transactions contemplated hereby upon on the Closing Date and make the payment contemplated hereby on the Closing Date. Parent has delivered to the Company true and complete copies of the Commitment Letter. As of the date hereof, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. Prior to the date hereof, the commitment contained in the Commitment Letter has not been withdrawn or rescinded in any respect (and no party thereto has indicated an intent to so withdraw or rescind) or otherwise amended or modified in any material respect. As of the date hereof, Parent is not in breach of any of the terms contemplated or conditions set forth in the Commitment Letter and, to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach by this AgreementParent or failure by Parent to satisfy a condition precedent set forth therein. Acquiror As of the date hereof, Parent has fully paid (or has caused to be fully paid) any and all commitment fees that have been incurred and are due and payable in connection with the Commitment Letter or other fees required to be paid on or prior to the date of this Agreement and has otherwise satisfied (or caused to be satisfied) all other terms and conditions required to be satisfied hereof pursuant to the terms Commitment Letter. Except as stated in the Commitment Letter, there are no conditions precedent or other contingencies relating to the funding of the Commitment Letter full amount of the proceeds of the Financing to be made available on or before the date hereofClosing Date.

Adequacy of Funds. Acquiror has delivered to Target a true and complete copy of the Commitment Letter (other than any Fee Letters relating solely to the payment of fees and that do not affect the terms and conditions under which the financing that is the subject of the Commitment Letter would be provided); provided, however, that the Parties acknowledge that the Commitment Letter has been redacted with respect to confidential information contained therein relating to fee amounts. As of the date of this AgreementAugust 26, 2010, (i) the Commitment Letter has not been amended or modified, and (ii) the commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this AgreementAugust 26, 2010, no event or circumstance has occurred or exists that would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent under the terms and conditions of the Commitment Letter. There are no conditions precedent or other contingencies, side agreements or other arrangements or understandings (excluding the redacted portions of the Commitment Letter) related to the funding of the Financing or the terms thereof, other than as set forth in the Commitment Letter in the forms delivered to Target. Subject to the terms and conditions set forth in the Commitment Letter, and subject to the terms and conditions set forth in this Agreement, the aggregate proceeds contemplated by the Commitment Letter, together with the available cash on hand of Acquiror, will be sufficient for Acquiror to consummate the transactions contemplated hereby upon the terms contemplated by this Agreement. Acquiror has fully paid (or has caused to be fully paid) any and all commitment fees that have been incurred and are due and payable in connection with the Commitment Letter prior to the date of this Agreement August 26, 2010 and has otherwise satisfied (or caused to be satisfied) all other terms and conditions required to be satisfied pursuant to the terms of the Commitment Letter on or before the date hereof.

Adequacy of Funds. Acquiror has The Parents have delivered to Target a the Company true and complete copy copies of (i) an executed commitment letter from each of the Commitment Letter Guarantors to provide equity financing in an aggregate amount set forth therein (other than any Fee Letters relating solely the “Equity Funding Letters”) and (ii) an executed written commitment, except for that certain fee letter, dated the date of this Agreement, from the lenders to the payment of fees and that do not affect Parents (the “Debt Financing Commitment”), pursuant to which the lenders party thereto have agreed, subject only to the terms and conditions under which set forth therein, to provide or cause to be provided to the Parents and/or Merger Sub debt financing that is in the subject amounts set forth therein for the purposes of financing the Commitment Letter would be providedtransactions contemplated by this Agreement and related fees and expenses (the “Debt Financing,” and together with the equity financing referred to in clause (i); provided, however, that the Parties acknowledge that the Commitment Letter has been redacted with respect to confidential information contained therein relating to fee amounts“Financing”). As of the date of this Agreement, (i) none of the Equity Funding Letters or the Debt Financing Commitment Letter has not have been materially amended or modified, and (ii) the commitments contained in the Equity Funding Letters and the Debt Financing Commitment Letter have not been withdrawn or rescinded rescinded, in any respect. The Parents have fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or before the date of this Agreement in connection therewith or pursuant thereto, and the Debt Financing Commitment is in full force and effect. Except for the payment of customary fees or as otherwise set forth in the copies provided to the Company of the Equity Funding Letters and the commitment letter in connection with the Debt Financing Commitment, there are no conditions precedent or other contingencies related to the funding of the full amount of the financing contemplated by the Equity Funding Letters and the Debt Financing Commitment. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the Parents or Merger Sub under any Equity Funding Letter or the Debt Financing Commitment. As of the date of this Agreement, no event or circumstance has occurred or exists that would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent under the terms and conditions none of the Commitment Letter. There are no Parents or Merger Sub has any reason to believe that the conditions precedent or other contingencies, side agreements or other arrangements or understandings (excluding the redacted portions of the Commitment Letter) related to the funding of the Financing or the terms thereof, other than as set forth in the Equity Funding Letters and the Debt Financing Commitment Letter will not be satisfied on or before the Closing Date or such other earlier date as may be set forth in the forms delivered to TargetEquity Funding Letters or the Debt Financing Commitment, respectively. Subject to the terms and conditions set forth in of, including compliance by the Commitment LetterCompany with, and subject to the terms and conditions set forth in this Agreement, the Equity Funding Letters and the Debt Financing Commitment, the aggregate proceeds contemplated by the Commitment LetterEquity Funding Letters and the Debt Financing Commitment, together with the available cash on hand of AcquirorParent and Merger Sub on the Closing Date, will be sufficient for Acquiror to consummate pay the aggregate Per Share Merger Consideration as contemplated by Sections 1.5 and 1.6, to make payments pursuant to Section 5.3 and to make any other repayment or refinancing of debt contemplated in the Equity Funding Letters or the Debt Financing Commitment and to pay all fees and expenses in connection with the transactions contemplated hereby upon the terms contemplated by this Agreement. Acquiror has fully paid (or has caused to be fully paid) any and all commitment fees that have been incurred and are due and payable in connection with the Commitment Letter prior to the date of this Agreement and has otherwise satisfied (or caused to be satisfied) all other terms and conditions required to be satisfied pursuant to the terms of the Commitment Letter on or before the date hereofthereby.