Financial Resources; Solvency. (a) The Purchaser as of the Closing shall have, sufficient cash on hand or other sources of immediately available funds as of the Closing Date to enable the Purchaser to (i) pay the Adjusted Purchase Price and (ii) fully perform its obligations under this Agreement and the other Transaction Documents and satisfy all costs and expenses arising in connection herewith and therewith on and immediately following the Closing Date. Notwithstanding anything to the contrary in this Agreement, the Purchaser’s obligation to effect and consummate the Transactions as of the Closing is not subject to the receipt or availability of any funds or financing.
(b) The Purchaser is not entering into the Transactions as of the Closing with the actual intent to hinder, delay or defraud its or any of its Subsidiaries’ present or future creditors. Immediately after the Closing, (i) the aggregate value of the consolidated assets of the Purchaser and its Subsidiaries shall exceed the aggregate value of the consolidated Liabilities of the Purchaser and its Subsidiaries at a fair valuation and a fair saleable value, (ii) the Purchaser and its Subsidiaries shall have the ability to pay all their respective Liabilities as they become due in the ordinary course of business and (iii) the Purchaser and its Subsidiaries shall not have an unreasonably small amount of capital with which to conduct their respective businesses. There are no bankruptcy, insolvency, reorganization or receivership proceedings pending against, being contemplated by, or threatened against the Purchaser or any of its Subsidiaries.
Financial Resources; Solvency. (a) The New Member will, as of the Closing Date, have sufficient cash on hand, available lines of credit or other sources of immediately available funds to enable it (i) to pay the New Member Closing Payment Amount and (ii) to otherwise perform its obligations under the Transaction Documents.
(b) Immediately after giving effect to the transactions contemplated by this Agreement, the New Member shall be able to pay its debts as they become due and own property having a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the New Member shall have adequate capital to carry on its businesses. No transfer of property is being made by the New Member and no obligation is being incurred by the New Member in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the New Member or its Affiliates.
(c) The New Member understands that the New Member’s obligations to effect and consummate the transactions contemplated by this Agreement are not subject to the receipt or availability of any funds or financing by the New Member.
Financial Resources; Solvency. (a) The New Member has committed debt and equity funding (i) to pay the New Member Maximum Contribution Amount and (ii) to otherwise perform its obligations under the Transaction Documents and has provided to the Existing Member true and correct copies of each Debt Commitment Letter and each Equity Commitment Letter as of the date of this Agreement (except that fee amounts and other economic terms have been redacted). As of the date of this Agreement, no Commitment Letter has been amended or modified in any manner. As of the date of this Agreement, neither the New Member nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the New Member Maximum Contribution Amount or the other obligations of the New Member hereunder and under the other Transaction Documents, other than as set forth in the Commitment Letters delivered pursuant to this Section 5.06(a) and the fee letters related thereto. The proceeds of the Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Documents, including the making of the New Member Catch-Up Contribution on the Closing Date, the funding of the New Member Maximum Contribution Amount and the payment of all fees and expenses in connection therewith. As of the date of this Agreement, the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of the New Member and, to the knowledge of the New Member, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. The New Member has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the New Membe...
Financial Resources; Solvency.
(a) Buyer has, and will have available at the Closing, funds sufficient to pay the Purchase Price and the fees and expenses related to the transactions contemplated by this Agreement. Xxxxx knows of no circumstance or condition that could be reasonably expected to prevent the availability at Closing of such funds. Xxxxx acknowledges and agrees that notwithstanding anything to the contrary contained herein, its obligation to consummate the transactions contemplated hereby is not subject to Buyer or any of its Affiliates obtaining or retaining any financing.
