Financing Capability. Buyer has the funds or the financing available (and at Closing will have the funds or financing available) to consummate the transactions contemplated by this Agreement.
Financing Capability. As of the date hereof, Parent has delivered to the Company duly executed copies of the equity commitment letter, dated as of May 27, 2016 between Parent and Guarantor (the “Equity Financing Commitment”), pursuant to which such Person has committed to invest, subject solely to the terms and conditions set forth therein, the amount set forth therein (the “Equity Financing”). Assuming that (x) the conditions set forth in Section 8.1 have been satisfied, (y) the representations and warranties made by the Company are true and correct (without giving effect to any Material Adverse Effect or materiality qualifier or exception contained therein), and (z) the Company has performed and complied with all covenants and agreements required to be performed by it hereunder, the aggregate proceeds contemplated to be disbursed pursuant to the Equity Financing Commitment together with cash and cash equivalents available to Parent, will, in the aggregate, be sufficient for Parent to consummate the Merger, to pay the total Merger Consideration, to repay or refinance in full existing Indebtedness of the Company and its Subsidiaries in accordance with the Payoff Letters, and to pay the fees and expenses incurred in connection with the transactions contemplated hereby. As of the Agreement Date, the Equity Financing Commitment, in the form provided to the Company, is a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). As of the Agreement Date, the Equity Financing Commitment is in full force and effect and has not been amended, modified, withdrawn or rescinded in any respect. As of the Agreement Date, there are no conditions precedent or contingencies, whether oral or written, related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Financing Commitment. As of the Agreement Date, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent under the Equity Financing Commitment, and, assuming the satisfaction of the conditions set forth in Sections 8.1 and 8.2, as of the A...
Financing Capability. BCP has received, accepted and agreed to valid and binding commitment letters (collectively, the "DEBT COMMITMENT LETTERS") from certain lenders, copies of which have been delivered to Northrop Grumman prior to the date hereof, committing such banks, subject to the terms and conditions stated therein, to provide financing to BCP or its Affiliates in connection with the consummation of the transactions contemplated hereby (the "DEBT FINANCING"). BCP has received, accepted and agreed to valid and binding commitment letters (collectively, the "EQUITY COMMITMENT LETTERS" and, together with the Debt Commitment Letters, the "COMMITMENT LETTERS") from Blackstone Capital Partners IV Merchant Banking Fund L.P. ("BLACKSTONE"), copies of which have been delivered to Northrop Grumman prior to the date hereof, committing such persons, subject to the terms and conditions stated therein, to provide equity financing to BCP or its Affiliates in connection with the consummation of the transactions contemplated hereby (the "EQUITY FINANCING").
Financing Capability. Parent has received commitment letters from certain lenders (the “Debt Commitments”) with respect to loans aggregating $59.43 million, $39.30 million of which is available for payment of the Merger Consideration, and subscription agreements from certain equity investors (the “Equity Commitments”) for equity investments in Parent aggregating $38.02 million (the Debt Commitments and the Equity Commitments, collectively, the “Commitment Letters”). Copies of each Commitment Letter have been delivered to the Company prior to the date hereof. The funds to be provided pursuant to the Commitment Letters, will be sufficient for consummation of the transactions contemplated hereby and payment of the Merger Consideration.
Financing Capability. (i) The Purchaser has delivered to the Company a true and correct copy, including all exhibits, schedules or amendments thereto, of each of the Debt Commitment Letter, the Debt Fee Letter and the Equity Commitment Letter; provided, that the Debt Fee Letter has been redacted to omit fee amounts, “flex” provisions, pricing caps and other economic terms (none of which would adversely affect conditionality or reduce the amount available pursuant to the Debt Financing). Each of the Debt Commitment Letter and the Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing and the Equity Financing, respectively, available to the Purchaser (and any Affiliates of the Purchaser named therein) on the terms therein. Except for the Debt Fee Letter and customary engagement letters, there are no side letters or other agreements, arrangements or understandings, whether written or oral, contingent or otherwise, with any Person relating to the availability, amount or conditionality of the Equity Financing or the Debt Financing, other than as set forth in the Debt Commitment Letter.
Financing Capability. Buyer now has sufficient funds and credit facilities and, at Closing, will have sufficient funds available to pay the Purchase Price. Such funds are not reserved for any other use or purpose, are not otherwise restricted or encumbered in a manner that would interfere with the consummation of the transactions contemplated by this Agreement, by any agreement or other instrument to which Buyer is a party or by which it may be bound, or subject to any lien, attachment, or other judicial process, whether final or interim.
Financing Capability. As of the date of this Agreement, Purchaser has obtained commitments from its equityholders (with Premier, on behalf of the Sellers, being a third party beneficiary) to provide sufficient funds to enable the Purchaser to pay, at the Closing, the Purchase Price and the DinoKing Insolvency Proceeding Cost. As of the Closing, Purchaser will have, cash on hand, or other sources of immediately available funds, to pay the Purchase Price and any other expenses and payments incurred by Purchaser in connection with the transactions contemplated by this Agreement and to perform its obligations hereunder.
Financing Capability. 45 4.6 No Other Representations or Warranties; Non-Reliance. 45 ARTICLE 5 ADDITIONAL AGREEMENTS 46
Financing Capability. (a) Parent is party to that certain executed Amended and Restated Loan and Security Agreement dated November 15, 2018 by and among Parent, lenders and Bank of America, N.A., as agent for such lenders, and that certain executed Loan and Security Agreement dated November 15, 2018 by and among Parent, lenders and TCW Asset Management Company LLC, as agent for such lenders (the “Debt Facilities”), and pursuant to which the issuing financial institution has committed, except as disclosed on Schedule 4.3, on the terms and subject to the conditions set forth therein, to provide debt financing sufficient to satisfy Parent’s and Buyer’s obligations hereunder, including the payment of the Purchase Price (the “Debt Financing”). As of the date hereof, the Debt Facilities are in full force and effect and do not contain any material misrepresentations by Parent. As of the date hereof, the Debt Facilities have not been amended or modified, terminated or rescinded in any respect, and, to the knowledge of the Parent, no such withdrawal or rescission is contemplated. Except as disclosed on Schedule 4.3, there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, at the Closing other than the conditions set forth in this Agreement and in the Debt Facilities. Except as disclosed on Schedule 4.3, as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would be reasonably expected to constitute a default or breach on the part of Parent or its Affiliates, as the case may be, and to the knowledge of Parent or its Affiliates, as the case may be, any other parties thereto, under any term or condition of the Debt Facilities. As of the date hereof, there are no side letters or other arrangements related to the funding of the Debt Financing other than as expressly set forth in or expressly contemplated by the Debt Facilities or as set forth on Schedule 4.3.
Financing Capability. Buyer has the financial wherewithal to meet the Target Companies’ obligations with respect to the Real Property Leases as such obligations become due and payable.
