Available Financing. (a) The Purchaser has delivered to the Seller a true, correct and complete copy of the executed Debt Commitment Letter. The Debt Commitment Letter and the commitments thereunder are in full force and effect on the date hereof, have not been amended or modified or withdrawn, waived or rescinded except as permitted hereby and, as of the date hereof, (i) there is no breach or default existing (or which with notice or lapse of time or otherwise may exist) thereunder and (ii) the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of each of the items described in the final sentence of this paragraph (a) will not be available to the Purchaser on the Initial Closing Date. The Debt Commitment Letter constitutes a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally. Upon the funding of the Financing in accordance with and subject to its terms and conditions, the aggregate proceeds of the Financing plus unrestricted cash on hand as of the Initial Closing Date are sufficient to satisfy the obligation to pay (A) the Closing Purchase Price Payment, (B) all fees and expenses incurred by the Purchaser in connection with the Contemplated Transactions that are due and payable and required to be paid on the Initial Closing Date and (C) all other amounts (including refinancing or repayment of any debt) required to be paid by the Purchaser Group on the Initial Closing Date to consummate the Initial Closing (including the transactions contemplated or required by the Debt Commitment Letter) (the sum of clauses (A), (B) and (C) above, the “Required Closing Amount”).
(b) Except as otherwise specifically set forth in the Debt Commitment Letter, (i) there are no conditions precedent, “flex” provisions or other contingencies to the obligations of the parties thereto to fund the Financing contemplated by the Debt Commitment Letter; (ii) there are no contingencies that would permit the parties thereto either to reduce the total amount of the Financing contemplated by the Debt Commitment Letter or to impose any additional conditions precedent or contingency to the availability of the Financing contemplated by the De...
Available Financing. The Purchaser has and shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by it hereunder on and after the Closing Date.
Available Financing. “Available Financing” shall mean any permitted replacement, amended, supplemented, restated, amended and restated, modified, or alternative financing, including, without limitation, the Debt Financing; it being understood and agreed that for purposes of Section 6.11, for the avoidance of doubt, Available Financing shall not include any offering of debt securities.
Available Financing. Borrower shall use its commercially reasonable efforts to diligently pursue applications for financing for the Project from, or supported by guarantees from, the United States Department of Energy and/or the United States Department of Agriculture the (“Available Financing”) until such time as Borrower reasonably determines that it is not likely that Borrower will be able to obtain financing made or supported by either or both of such Governmental Agencies.
Available Financing. As of the date hereof, the Acquiror has sufficient cash and shall have sufficient cash to satisfy all of its obligations in connection with the transactions contemplated by this Agreement, and to satisfy any other payment obligations that shall arise in connection with the transactions contemplated by this Agreement.
Available Financing. The Buyer has delivered to the Shareholder a commitment letter (the "Prudential Commitment Letter") from Prudential Capital Group to lend the Buyer up to $63,000,000 to purchase the Shares. The Buyer has no reason to believe that Prudential Capital Group and the Buyer will not be able to reach agreement on the form and substance of a definitive agreement reflecting the terms of the Prudential Commitment Letter or that all conditions precedent to the obligations of Prudential Capital Group contained therein or in the Prudential Commitment Letter will not be satisfied.
Available Financing. At any time prior to the second anniversary of the date of this Agreement, upon the request of the Company, Investor shall loan to the Company up to $14,384,463 (in the aggregate), subject to adjustment under Section 2.5.3 (the “Loan Commitment”). Loan requests shall be made in increments of not less than $1,000,000.
Available Financing. The Purchaser will have, at the Closing Date, all funds necessary to consummate the transactions contemplated by this Agreement, including to promptly pay, when due, the Cash Consideration, all of the Assumed Liabilities, the Cure Costs and the DIP Repayment Amount.
Available Financing. Purchaser has (or Blink will cause Purchaser to have) cash or credit available and will have funds sufficient to satisfy the payment obligations under this Agreement.
Available Financing. As of the execution of this Agreement, Parent and Merger Sub have, and as of the Closing, Parent and Merger Sub will have, sufficient and unrestricted cash on hand or otherwise readily available to pay all obligations of Parent and Merger Sub hereunder, including (i) the Merger Consideration and any amounts which, by the terms of this Agreement, will reduce the Base Consideration, including amounts that will be owed on account of the repayment of Indebtedness set forth on Schedule 2.01(f) and the Transaction Expenses and (ii) all of the out-of-pocket costs of Parent and Merger Sub arising from the consummation of the Merger. In no event will the receipt of, or the availability of, any funds or financing to Parent or any of its Affiliates or any other financing be a condition to Parent’s or Merger Sub’s obligation to consummate the Merger and the other transactions contemplated hereby.
