Buyer Financial Resources Sample Clauses

Buyer Financial Resources. The Buyer has sufficient funds or financing in place as of the date of this Agreement to fund the Closing Purchase Price to be paid at the Closing to the Sellers, the Indebtedness of the Company (other than the Continuing Debt) outstanding as of the Closing, the Transaction Expenses, and all of the Buyer’s related fees and expenses. The Buyer has sufficient authorized shares of the Buyer’s Class A common stock to issue or pay the Subsequent Consideration, in accordance with Section 1.2(c).
Sample 1
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Buyer Financial Resources. Attached as Schedule 5.6 hereto are commitments to provide, subject to the terms and conditions thereof, the financing to the Buyer necessary to (a) pay the Purchase Price and all fees and expenses of the Buyer arising in connection with the transactions contemplated by this Agreement, and (b) finance the working capital needs of the Company and its Subsidiaries immediately following the Closing (the “Financing Commitments” with the Financing Commitment from Fleet National Bank being referred to herein as the “Senior Commitment” and the Financing Commitment from Xxxxxxxxx & Company, Inc. referred to herein as the “Note Commitment”). Such Financing Commitments are in full force and effect and have not been amended or terminated as of the date hereof.
Sample 1
Buyer Financial Resources. Attached as Schedule 5.6 hereto are commitments to provide the debt financing to the Buyer and statements of availability to provide the equity financing to the Buyer necessary to pay the Purchase Price. Such commitments are in full force and effect in the form attached hereto.
Sample 1
Buyer Financial Resources. (a) Buyer has, or has access to, and will have available on the Closing Date, sufficient immediately available funds, in cash, to make payment of all amounts to be paid by it hereunder on and after the Closing Date. (b) Buyer has provided to Sellers true, complete and correct copies of the fully-executed debt commitment letter, dated as of July 22, 2021, between Buyer, JPMorgan Chase Bank, N.A., Credit Suisse AG and Credit Suisse Loan Funding LLC (the “Financing Commitments”), pursuant to which the lenders party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the “Financing”). As of the date hereof, none of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Except for a fee letter relating to fees with respect to the Financing (a true, complete and correct copy of which has been made available to Sellers prior to the delivery and execution of this Agreement, redacted solely for confidential provisions related to fees, “flex” terms and other economic terms, none of which could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financing to be funded for the transactions contemplated by this Agreement, in each case as contemplated by such Financing Commitments in any respect), as of the date hereof there are no side letters or other Contracts or arrangements related to the funding or investing, as applicable, of the Financing other than as expressly set forth in the Financing Commitments delivered to Sellers prior to the date hereof. Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and, as of the date hereof, the Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Buyer and, to the knowledge of Buyer, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or expressly contemplated by the Financing Commitments. As of th...
Sample 1
Buyer Financial Resources. As of the Closing Date, Buyer will have sufficient cash in immediately available funds or available under credit lines to pay the Closing Payment Amount and discharge all of Buyer’s related fees and expenses. Buyer’s obligations hereunder are not subject to any condition regarding Buyer’s ability to obtain financing for the consummation of the transactions contemplated hereby.
Sample 1
Buyer Financial Resources. The Buyer has, or has access to, and will have available on the Closing Date, sufficient immediately available funds in cash, to make payment of all amounts to be paid by it hereunder on and after the Closing Date.
Sample 1

Related to Buyer Financial Resources

  • PROJECT FINANCIAL RESOURCES i) Local In-kind Contributions $0 ii) Local Public Revenues $200,000 iii) Local Private Revenues iv) Other Public Revenues: $0 - ODOT/FHWA $0 - OEPA $0 - OWDA $0 - CDBG $0 - Other $0 v) OPWC Funds: - Loan Assistance $0

  • Financial Resources The Adviser has the financial resources available to it necessary for the performance of its services and obligations contemplated in the Pricing Disclosure Package, the Prospectus, and under this Agreement, the Investment Management Agreement and the Administration Agreement.

  • Financial Management; Financial Reports; Audits 1. The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. 2. The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than forty five (45) days after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. 3. The Recipient shall have its Financial Statements for the Project audited in accordance with the provisions of Section 2.07(b) of the Standard Conditions. Each such audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the World Bank not later than six (6) months after the end of such period.

  • Capital Resources Parent has sufficient cash to pay the aggregate Merger Consideration.

  • Fund Valuation and Financial Reporting Services (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis. (2) Apply equalization accounting as directed by the Fund. (3) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date. (4) Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon. (5) Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund’s current prospectus. (6) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund. (7) Communicate to the Fund, at an agreed upon time, the per share net asset value for each valuation date. (8) Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances. (9) Prepare monthly security transactions listings.

  • Financial Management, Financial Reports and Audits 1. The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Recipient shall prepare and furnish to the Association not later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 4.09(b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one (1) fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the Association not later than six (6) months after the end of such period.

  • Financial Services Compensation Scheme We are a participant in the Financial Services Compensation Scheme (the “FSCS”). As a retail client you may be eligible to claim compensation from the FSCS in certain circumstances if we, any approved bank, our nominee company or eligible custodian are in default. Most types of investment business are covered in full for the first £85,000 of any eligible claim. Not every investor is eligible to claim under this scheme: for further information please contact us, or the FSCS directly at xxx.xxxx.xxx.xx.

  • Additional Resources The WLSC may establish workgroups that include other department representatives and/or subject matter experts. These subcommittees shall conform with rules established by the WLSC.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Cultural Resources If a cultural resource is discovered, the Purchaser shall immediately suspend all operations in the vicinity of the cultural resource and notify the Forest Officer. Operations may only resume if authorized by the Forest Officer. Cultural resources identified and protected elsewhere in this contract are exempted from this clause. Cultural resources, once discovered or identified, are not to be disturbed by the Purchaser, or his, her or its employees and/or sub- contractors.

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