Availability of Funds, etc Sample Clauses

Availability of Funds, etc. At the Closing, the Purchaser will have available funds sufficient to allow it to pay its obligations pursuant to Section 3.1 at the times and in the manner set forth in this Agreement. The Purchaser acknowledges and agrees that the Sellers are relying on the foregoing representation and covenant in connection with their execution of this Agreement.
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Availability of Funds, etc. Buyer will at Closing have available funds sufficient to allow it to pay its obligations pursuant to Section 2.1 at the times and in the manner set forth in this Agreement. In furtherance and not in limitation of the foregoing, Buyer hereby represents, covenants and agrees that as of the date hereof and through the Closing Date: (i) it has and will maintain cash, cash equivalents and availability under lines of credit in an amount greater than the Purchase Price (free and clear of any liens and restrictions) and such funds or the applicable portion thereof will be available (free and clear of any liens or restrictions) to pay the Purchase Price on the Closing Date and (ii) its net worth (i.e., the fair value of all of Buyer's assets minus all its liabilities) is and will be at least $35 million. Buyer acknowledges and agrees that Sellers are relying on the foregoing representation and covenant in connection with their execution of this Agreement.
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Availability of Funds, etc. At and following the Closing, Purchaser will have available funds sufficient to allow it to pay its obligations pursuant to ARTICLE III at the times and in the manner set forth in this Agreement. In furtherance and not in limitation of the foregoing, Purchaser hereby represents, covenants and agrees that as of the date hereof and through the Closing Date it has and will maintain commitments for cash of at least $50,000,000 (free and clear of any liens or restrictions other than the conditions to Closing herein contained and not revocable by any third party provider of such commitments) and such funds or the applicable portion thereof will be available (free and clear of any liens or restrictions other than the conditions to Closing contained herein) to pay the Purchase Price on the Closing Date and to fund up to $10,000,000 of working capital to operate the Business following the Closing. Purchaser acknowledges and agrees that Sellers are relying on the foregoing representation and covenant in connection with their execution of this Agreement.
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Related to Availability of Funds, etc

  • Availability of Funds Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

  • Availability of Facility Subject to the terms of this Agreement, the facility is available from the date hereof to the Facility Termination Date, and the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments shall expire on the Facility Termination Date.

  • Availability of Federal Funds Upon mutual agreement between the Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions, make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of the Fund which are deposited into the Fund's account.

  • Investment and Availability of Federal Funds Upon mutual agreement between the Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions,

  • Availability of Utilities All utility services necessary for the construction of the Improvements will be available prior to the commencement of construction, and all utility services necessary for the proper operation of the Improvements for their intended purposes are available at the Leased Premises or will be available at the Leased Premises prior to the Final Disbursement Date, at commercially comparable utility rates and hook-up charges for the vicinity, including water supply, storm and sanitary sewer facilities, gas, electricity and telephone facilities. Lessee shall furnish evidence of such availability of utilities from time to time at Lessor's request.

  • Availability of Types of Advances If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

  • Availability of Shares During the term of this Option, the Company shall reserve for issuance the number of shares of Common Stock required to satisfy this Option.

  • Availability of Records After the Closing, Buyer, shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any Governmental Authority, all information, records and documents relating to the Purchased Assets for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the Closing; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, or extensions thereof applicable to Seller and its shareholders for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Prior to destroying any records related to Seller for the period prior to the Closing, Buyer shall notify Seller ninety (90) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer will permit Seller to retain any such records.

  • Availability of Lender's Pro Rata Share Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent. Nothing in this Section 9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender.

  • Availability of Rule 144 The Purchaser shall not be obligated to register shares of DocuNet Common Stock held by the Seller at any time when the resale provisions of Rule 144(k) (or any similar or successor Seller provision) promulgated under the Securities Act are available to the Seller.

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