Available Funds; Source of Funds. The Purchaser has access to, and will have at Closing, sufficient cash or other sources of immediately available funds to pay in cash the Purchase Price in accordance with Article 2 and for all other actions necessary for the Purchaser to consummate the transactions contemplated in this Agreement. All funds paid and to be paid to the Seller shall not have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity under the anti-money laundering Laws of the U.S.
Available Funds; Source of Funds. Parent has received an executed debt commitment letter dated August 21, 2014 (the “Commitment Letter”) from Xxxxxx Xxxxxxx Senior Funding, Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, the Royal Bank of Canada and RBC Capital Markets, UBS AG, Stamford Branch and UBS Securities LLC (each, a “Financing Source” and, collectively, the “Financing Sources”), pursuant to which the Financing Sources have committed, subject to the terms and conditions set forth therein, to provide to Parent the amount of financing set forth in the Commitment Letter to complete the purchase of the Blocker Shares and the Interests in accordance with the terms and conditions of this Agreement. A true and complete copy of the Commitment Letter has been previously provided to the Sellers. Parent has fully paid any and all commitment fees or other fees required by the Commitment Letter to be paid on or before the date hereof. As of the date hereof, the Commitment Letter is valid and in full force and effect and enforceable against Parent and, to the Knowledge of Parent, each other party thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity. As of the date hereof, there are no conditions precedent or other contingencies related to the Financing as contemplated by the Commitment Letter, other than as set forth in the Commitment Letter, and none of the respective commitments contained in the Commitment Letter has been withdrawn or rescinded in any respect. The aggregate proceeds contemplated by the Commitment Letter, together with cash available to Parent at Closing, will be sufficient for Parent to complete the transactions contemplated by this Agreement and to pay all fees and expenses required to be paid by Parent in connection with the transactions contemplated by this Agreement.
Available Funds; Source of Funds. 29 Section 5.10 29 Section 5.10 Investigation.. 29 Section 5.11 Disclaimer Regarding Projections 29 Section 5.12 Exclusive Representations or Warranties 30 ARTICLE 6 Covenants 30 Section 6.01 Information Pending Closing 30 Section 6.02 Conduct of Business Pending the Closing 30 Section 6.03 Tax Matters 32 Section 6.04 Confidentiality; Publicity 34 Section 6.05 Expenses 35 Section 6.06 Further Actions; Consents 35
Available Funds; Source of Funds. (a) At the Closing, Investor will have sufficient cash or other sources of immediately available funds to pay in cash the Subscription Price in accordance with Section 2.01(b) and for all other actions necessary for Investor to consummate the transactions contemplated in this Agreement.
Available Funds; Source of Funds. Purchaser and OPC Power Ventures has, or will have at the Closing, sufficient cash or other sources of immediately available funds to pay in cash the cash portion of the Estimated Purchase Price in accordance with Article 2 and for all other actions necessary for Purchaser to consummate the transactions contemplated in this Agreement. Purchaser represents and warrants that all funds paid to Sellers shall not have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity under the anti-money laundering Laws of the United States or any other applicable jurisdiction. Purchaser has delivered to each Seller a true, complete and correct copy of (a) the subscription agreement between OPC Power Ventures LP, a Delaware limited partnership (“OPC Power Ventures”), and Purchaser (the “Power Ventures Subscription Agreement”), pursuant to which OPC Power Ventures has agreed, subject to the terms and conditions contained in such Power Ventures Subscription Agreement, to acquire limited partnership interests in Purchaser at or before the Closing, the consideration for which will be used by Purchaser to fund the Purchase Price, and (b) one or more subscription agreements (each, an “Investor Subscription Agreement” and, together with the Power Ventures Subscription Agreement, the “Subscription Agreements”) between OPC Power Ventures and each of [***] and Purchaser Guarantor (collectively, the “Investors”), pursuant to which each such Investor has agreed, subject to the terms and conditions contained in each such Investor Subscription Agreement, to acquire (directly or indirectly) limited partnership interests in OPC Power Ventures at or before the Closing, the consideration with respect to each such Investor Subscription Agreement will be used by OPC Power Ventures to fund a portion of its obligation under the Power Ventures Subscription Agreement. Each Subscription Agreement is in full force and effect and is a legal, valid and binding obligation of the counterparty thereto; provided, that Sellers are made an express third party beneficiary of (i) the Power Ventures Subscription Agreement for the sole purpose of enforcing the Power Ventures Subscription Agreement against OPC Power Ventures on behalf of Purchaser and (ii) the Investor Subscription Agreement of Purchaser Guarantor for the sole purpose of enforcing such Investor Subscription Agreement against Purchaser Guarantor on behalf of OPC Power Ventures. Each Subscription Ag...
Available Funds; Source of Funds. Buyer has, and will have at the Closing, sufficient cash or other sources of immediately available funds to pay in cash the Purchase Price in accordance with Article II and for all other actions necessary for Buyer to consummate the transactions contemplated in this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the Purchase Price set forth in any agreement or obligation to which Buyer is a party.
Available Funds; Source of Funds. Buyer has sufficient cash or other sources of available funds to pay in cash the Purchase Price in accordance with Article 2 and for all other actions necessary for Buyer to consummate the transactions contemplated in this Agreement.
Available Funds; Source of Funds. Purchaser has or will have at Closing cash on hand or existing committed credit facilities in an aggregate amount sufficient to enable Purchaser to consummate the transactions contemplated by this Agreement and to otherwise perform its obligations hereunder in accordance with the timing set forth in Article 2, including to pay in full the Purchase Price in accordance with Article 2 and all fees and expenses payable by Purchaser in connection with this Agreement and the transactions contemplated hereby. Purchaser represents and warrants that all funds to be paid to Sellers shall not have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity under the anti-money laundering laws of the United States.
