Financial Capacity; Future Performance Sample Clauses

Financial Capacity; Future Performance. LSG Parent has or will have the financial capacity to guaranty the payments and performance under the LSG Parent Guaranty. LSG Parent is not aware of any facts or circumstances that now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. LSG Parent is solvent, is not in the hands of a receiver, nor is any receivership pending, and no proceedings are pending by or against it for bankruptcy or reorganization in any state or federal court.
Sample 1Sample 2
AutoNDA by SimpleDocs
Financial Capacity; Future Performance. Sellers' Guarantor has or will have the financial capacity to guaranty the Sellers' payments and performance under the Agreement. Sellers' Guarantor is not aware of any facts or circumstances that now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. Sellers' Guarantor is solvent, is not in the hands of a receiver, nor is any receivership pending, and no proceedings are pending by or against it for bankruptcy or reorganization in any state or federal court.
Sample 1Sample 2
Financial Capacity; Future Performance. (i) Subject to the conditions set forth in Section 7.2(e), Purchaser has or will have the financial capacity to consummate the purchase and to operate the Assets after the purchase. Purchaser is, as of the date hereof, not aware of any facts or circumstances that now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. Purchaser is solvent, is not in the hands of a receiver, nor is any receivership pending, and no proceedings are pending by or against it for bankruptcy or reorganization in any state or federal court. (ii) Attached as Exhibit H are copies of the financing commitment letters from Blackstone Management Associates III, Occidental C.O.B. Partners, Xxxxxx X. X'Xxxxxx, Xxxxxx Xxxxxxx Senior Funding, Inc., and Xxxxxx Xxxxxxx Capital Group Inc. (the "Financing Commitments"). The Financing Commitments are in full force and effect and have not been modified, amended, revised or otherwise changed in any respect and the financing parties thereunder have not given any indication that the prospects of obtaining the financing have changed adversely in any respect. Purchaser fully expects that all conditions required for such financing will be fully performed and satisfied on its part and has no reason to believe that the financing contemplated by the Financing Commitments will not be effected.
Sample 1Sample 2
Financial Capacity; Future Performance. (i) Purchaser's Guarantor has or will have the financial capacity to guaranty the purchase and operation of the Assets. Purchaser's Guarantor is not aware of any facts or circumstances that now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. Purchaser's Guarantor is solvent, is not in the hands of a receiver, nor is any receivership pending, and no proceedings are pending by or against it for bankruptcy or reorganization in any state or federal court. (ii) The Financing Commitments are still in full force and effect and have not been modified, amended, revised or otherwise changed in any respect and the financing parties thereunder have not given any indication that the prospects of obtaining the financing have changed adversely in any respect.
Sample 1Sample 2
Financial Capacity; Future Performance. Williams Guarantor has and will have the financial capacity xx xxxxanty Seller's payments and performance under the Agreement. Except as described in its filings with the Securities Exchange Commission pursuant to the Securities Exchange Act of 1934, Williams Guarantor is not aware of any facts or circumstancxx xxxx now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. Williams Guarantor is solvent, is not in the hands of a recxxxxx, xor is any receivership pending, and no proceedings are planned or pending by or against it for bankruptcy or reorganization in any state or federal court.
Sample 1
Financial Capacity; Future Performance. Upon closing of the senior notes offering referenced in Section 7.07 below, Buyer will have the financial capacity to consummate the purchase and, to the knowledge of Buyer, to operate the Assets after the purchase. Buyer is, as of the date hereof, not aware of any facts or circumstances that now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. Buyer is solvent, is not in the hands of a receiver, nor is any receivership pending, and no proceedings are pending by or against it for bankruptcy or reorganization in any state or federal court.
Sample 1
Financial Capacity; Future Performance. Upon closing of the senior notes offering referenced in Section 7.07 below, Guarantor will have the financial capacity to guaranty the purchase, to the knowledge of the Guarantor, and operation of the Assets. Guarantor is, not aware of any facts or circumstances that now or in the future would have a Material Adverse Effect on its financial condition, results of operations, business, properties, assets, or liabilities. Guarantor is solvent, is not in the hands of a receiver, nor is any receivership pending, and no proceedings are pending by or against it for bankruptcy or reorganization in any state or federal court.
Sample 1
AutoNDA by SimpleDocs

Related to Financial Capacity; Future Performance

  • Financial Capacity (a) Taking into account the Financing Commitment, such Purchaser has, and at the Closing will have, sufficient resources to pay, in cash any and all amounts necessary for it to consummate the transactions contemplated hereby at the Closing, including payment of its Pro Rata Share of the Seller Purchase Price and the Company Purchase Price, and in the case of Purchaser A only, the Additional Company Purchase Price and the Election Purchase Price (to the extent payable hereunder) and all the fees and expenses expressly required to be paid by such Purchaser hereunder without any restrictions to transfer such funds at Closing to the Seller and the Company, as and to the extent required to be paid pursuant to, and subject to the terms of, this Agreement. The Sponsor affiliated with such Purchaser has, and at the Closing will have, sufficient resources to meet its obligations under its Commitment Letter as they become due. (b) As of the date of this Agreement, such Purchaser has delivered to the Seller a true, correct and complete copy of the Commitment Letter provided by its affiliated Sponsor, dated as of the date hereof. Such Commitment Letter has not been amended or modified, and the respective commitments contained in such Commitment Letter have not been withdrawn, terminated or rescinded. Such Commitment Letter (i) is in full force and effect, (ii) constitutes the legal, valid and binding obligation of such Purchaser and the Sponsor party thereto, and (iii) is enforceable by the Seller and the Company against such Purchaser and the Sponsor party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. There are no side letters or other Contracts related to the funding or investing, as applicable, of the applicable Financing Commitment other than such Commitment Letter. There are no conditions precedent to the consummation of such Financing Commitment other than those set forth in such Commitment Letter. As of the date of this Agreement, the Sponsor affiliated with such Purchaser is not subject to bankruptcy proceedings. (c) Notwithstanding anything to the contrary contained herein, in no event shall this Section 4.4 be deemed breached (and no condition set forth in Section 6.3 shall be deemed to have failed as a result of any actual or alleged breach of this Section 4.4), if (notwithstanding any actual or alleged breach), such Purchaser is willing and able to consummate its obligations at the Closing if and when it is otherwise required to do so under the terms and conditions of this Agreement.

  • Financial Capability At Closing, the Investor will have available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement and has the ability to bear the economic risks of its prospective investment in the Purchased Shares and can afford the complete loss of such investment.

  • EVALUATING PERFORMANCE 7.1 The Performance Plan (Annexure A) to this Agreement sets out: 7.1.1 the standards and procedures for evaluating the Employee’s perfor- xxxxx; and 7.1.2 the intervals for the evaluation of the Employee’s performance. 7.2 Despite the establishment of agreed intervals for evaluation, the Employer may in addition review the Employee’s performance at any stage while the contract of employment remains in force. 7.3 Personal growth and development needs identified during any performance review discussion must be documented in a Personal Development Plan as well as the actions agreed to and implementation must take place within set time frames. 7.4 The Employee’s performance will measured in terms of contributions to the goals and strategies set out in the Employer’s IDP. 7.5 The annual performance appraisal will involve: 7.5.1. Assessment of the achievement of results as outlined in the perfor- xxxxx plan: (a) Each KPA should be assessed according to the extent to which the specified standards or performance indicators have been met and with due regard to ad hoc tasks that had to be performed under the KPA. (b) An indicative rating on the five-point scale should be provided for each KPA. (c) The applicable assessment rating calculator (refer to paragraph 7.5.3. below) must then be used to add the scores and calculate a final KPA score.

  • Legal Capacity All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

  • Individual Capacity The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and its Affiliates as though the Administrative Agent were not an Agent. With respect to the Loans made by it and all obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms “Required Lenders”, “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

  • Work Performance Xxxxxx agrees that all Services performed hereunder shall be performed on a best effort basis by employees, students, faculty, graduate assistants and staff having an appropriate experience and skill level and in compliance with the statement of work.

  • Excused Performance 6.1 Notwithstanding the occurrence of a Force Majeure Event, in which case Clause 17 will govern, BT will not be liable for any failure or delay to perform any of its obligations under this Agreement (including any of its obligations to meet any Service Levels) to the extent that BT’s failure or delay in performing arises as a result of: 6.1.1 any failure or delay by the Customer to perform any of the Customer’s obligations under this Agreement; 6.1.2 any act or omission other than on the part of a BT Affiliate or a subcontractor or supplier appointed by it unless that BT Affiliate, subcontractor or supplier has invoked their force majeure rights under their contract with BT; or 6.1.3 Applicable Law, a court order, an application for interlocutory relief or injunction restricting or preventing BT from supplying a Service.

  • Experience, Financial Capability and Suitability Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

  • Substantial Performance This Contract shall be deemed to be substantially performed only when fully performed according to its terms and conditions and any written amendments or supplements.

  • Satisfactory Performance Subject to the provisions of the Payment Security Requirements Section above, the Payment Security will be returned within ninety (90) days following the expiration of the Term of this Agreement, subject to the satisfactory performance by Company of all terms, conditions, and covenants contained herein.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!