Financial Capacity; Solvency. (a) Immediately prior to and at the Closing, Buyer will have immediately available cash that is sufficient to enable it to pay the full consideration payable hereunder and to make all other payments required to be made by Buyer in connection with the transactions contemplated hereby and by the Ancillary Agreements and to pay all related fees and expenses of Buyer and its Affiliates as described herein and in the Ancillary Agreements.
(b) After giving effect to the transactions contemplated hereby, including the payment of the Purchase Price and all other amounts required to be paid by Buyer and its Affiliates in connection with the consummation of the transactions contemplated hereby, including the payment of all related fees and expenses, Buyer will not (i) be insolvent (because (A) Buyer’s financial condition is such that the sum of its debts is greater than the fair value of its assets, (B) the present fair saleable value of Buyer’s assets will be less than the amount required to pay Buyer’s probable liability on its debts as they become absolute and matured or (C) Buyer is unable to pay all of its debts as and when they become due and payable), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.
Financial Capacity; Solvency. (a) As of the Closing Date, Buyer will have sufficient funds available under the Credit Agreement, together with other cash on hand of the Buyer, to pay the Closing Payment and Final Closing Inventory Value and to make all other payments required to be made by Buyer at Closing in connection with the transactions contemplated hereby and by the Ancillary Agreements and to pay all related fees and expenses of Buyer and its Affiliates as described herein and in the Ancillary Agreements (the “Debt Financing”).
(b) The Credit Agreement contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Buyer on the terms therein. As of the Execution Date, there are no side letters or other Contracts or arrangements related to the funding of any of the Debt Financing, other than as expressly set forth in the Credit Agreement or in the Credit Agreement Consent, and there are no contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing, other than as expressly set forth in the Credit Agreement.
(c) The Credit Agreement is in effect and constitutes a legal, valid and binding agreement of Buyer and, to Buyer’s knowledge, each of the Financing Sources, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Buyer is not and, to Buyer’s knowledge, no Financing Source is, in material breach or default under the Credit Agreement. Assuming the satisfaction of the conditions set forth in ARTICLE 6, as of the date of this Agreement, Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be made available to Buyer at or prior to the Closing Date.
(d) After giving effect to the transactions contemplated hereby, including the Debt Financing, the payment of the Closing Payment and Final Closing Inventory Value and all other amounts required to be paid by Buyer and its Affiliates in connection with the consummation of the transactions contemplated hereby, including the payment of all related fees and expenses, and any repayment or refinancing of debt contemplated by the Credit Agreement, Buyer will not (i) be insolvent (because (A) Buyer’s financial condition is such that the sum of its debts is greater than the fair value of its assets, (B) the present fair saleable value of Buyer’s assets will be less than the amount required to pay Buyer’s probable liability on its ...
Financial Capacity; Solvency. The Purchaser and its Affiliates, taken together, have sufficient liquid assets available in an aggregate amount sufficient to pay all of the consideration payable to the Selling Shareholders as required by this Agreement, and to make all other necessary payments in connection with the purchase of the Offered Shares including the payment of all of its related fees and expenses. Immediately after giving effect to the transactions contemplated hereby, the Purchaser will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business, or (iii) have incurred debts beyond its ability to pay as they become due.
Financial Capacity; Solvency. Immediately prior to and at the Closing, Buyer will have immediately available cash that is sufficient to enable it to pay the full consideration payable hereunder and to make all other payments required to be made by Buyer in connection with the transactions contemplated hereby.
Financial Capacity; Solvency. Purchaser will (a) at the Closing have the financial capacity to satisfy all of its payment obligations due at the Closing under this Agreement and the other documents, instruments and agreements to be entered into by it pursuant hereto, and (b) after the payment of the Purchase Price and the Closing, be solvent and have the ability to pay its current obligations as they come due, including all post-closing obligations of Purchaser under this Agreement and the other documents, instruments and agreements to be entered into by it pursuant hereto.
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Financial Capacity; Solvency. The Buyer (i) has, and at the Closing will have, sufficient internal cash (taking into account any unfunded, but committed financing) in an aggregate amount sufficient to pay the Purchase Price payable as required by this Agreement, and to make all other necessary payments in connection with the purchase of the Purchased Assets and to pay all related fees and expenses, (ii) has, and at the Closing will have, the resources and capabilities (financial or otherwise) to perform its obligations hereunder and (iii) has not, and as of the Closing, shall not have, incurred any obligation, commitment, restriction or liability of any kind which would impair or adversely affect such resources and capabilities, including, without limitation, after giving effect to any obligation, commitment, restriction or liability of any kind with respect to this Agreement. Immediately after giving effect to the transactions contemplated hereby, the Buyer will not (x) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (y) have unreasonably small capital with which to engage in its business, or (z) have incurred debts beyond its ability to pay as they become due.
Financial Capacity; Solvency. Purchaser has sufficient immediately available funds to pay, in cash, the cash portion of the Merger Consideration and all other amounts payable pursuant to this Agreement or otherwise necessary to consummate all the Transactions. Upon consummation of the Transactions, neither Company nor Purchaser will be insolvent.
Financial Capacity; Solvency. Parent will have sufficient immediately available funds to pay, either in cash on hand or through debt or equity commitments from third party lenders or Affiliates, the Cash Consideration and all other amounts payable pursuant to this Agreement and the other Ancillary Agreements or otherwise necessary to consummate all the transactions contemplated hereby and thereby which are required to be paid by Parent at the Closing. Parent is, and immediately after giving effect to the transactions contemplated by this Agreement will continue to be, Solvent.
Financial Capacity; Solvency. Buyer will have as of the Closing sufficient immediately available funds to pay, either in cash on hand or through debt or equity commitments from third-party lenders or Affiliates, the Purchase Price and all other amounts payable pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate all the transactions contemplated hereby and thereby which are required to be paid by Buyer at the Closing. Xxxxx is, and immediately after giving effect to the transactions contemplated by this Agreement will continue to be, Solvent.
