Financing of the Transaction. Buyer has the necessary financial resources to pay the Purchase price and the sources of such funds is and shall be lawful and duly reported. The Buyer undertakes to comply with applicable legal rules in order to pay to Sellers within the terms and using the currency agreed upon.
Financing of the Transaction. 37 10. Certain United States Federal Income Tax Consequences... 41 11.
Financing of the Transaction. The Offerors estimate that the total amount of funds required to purchase all Shares validly tendered pursuant to the Offer, to consummate the Merger, to acquire all securities of the Company pursuant to the PlayCore Purchase Agreements, to refinance approximately $87 million of existing indebtedness (assuming the conversion of all Debentures into Common Stock) of the Company and its subsidiaries, and to pay all related costs and expenses will be approximately $207.5 million. The Purchasers expect to obtain these funds from borrowings by PlayCore Wisconsin under the Senior Credit Facility, the issuance by PlayCore Wisconsin of the Sub Notes and the capitalization of Acquisition Company through the Capital Contribution of $72.5 million by Parent. Parent will obtain the funds for the Capital Contribution from Holdings.
Financing of the Transaction. (a) Geokinetics shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on or prior to the Closing Date.
(b) Without limiting the generality of paragraph (a) immediately above, Geokinetics shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Bridge Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) satisfy on a timely basis all terms, covenants and conditions set forth in the Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter; (iii) enforce its rights under the Commitment Letter; and (iv) consummate the Bridge Financing at or prior to Closing, provided that Geokinetics’ obligations to arrange and consummate the Bridge Financing shall be suspended and the Bridge Commitment may terminate, upon consummation by Geokinetics of the Financing. Geokinetics shall not create, incur or suffer to exist any Lien (including any escrow arrangement) on any proceeds from the Financing that would materially delay or prevent consummation of the Transactions. Without limiting the generality of the preceding sentence, if any such proceeds are subject to an escrow arrangement, Geokinetics shall cause such arrangement to be on commercially reasonable terms and otherwise to provide that (i) such arrangement shall not be terminated, nor the funds subject thereto be returned to the applicable investors or other Persons, prior to the Closing or the termination of this Agreement in accordance with its terms and (ii) prior to such termination of the escrow arrangement, a portion of such funds in an amount sufficient to pay the Cash Consideration portion of the Purchase Price shall not be used for any purpose other than to pay the Cash Consideration portion of the Purchase Price. Geokinetics will furnish correct and complete copies of all definitive agreements relating to the Financing (including any escrow agreement) to the Sellers promptly upon their execution.
(c) Geokinetics shall keep the Sellers informed with respect to all material activity concerning the status of the Financing, including activity contemplated by the Commitment Letter, and shall give t...
Financing of the Transaction. Xxxxx’x intends to finance the Cash Consideration payable to City Pubs Shareholders pursuant to the Transaction from new third party debt. Xxxxx’x entered into a new £130 million loan facilities agreement with Barclays Bank plc, HSBC UK Bank Plc and National Westminster Bank Plc on 16 November 2023 in connection with the financing of the Cash Consideration payable to City Pubs Shareholders pursuant to the Transaction. X.X. Xxxxxx Xxxxxxxx, in its capacity as sole financial adviser to Young’s, is satisfied that sufficient cash resources are available to Young’s to satisfy in full the Cash Consideration payable to the City Pubs Shareholders pursuant to the Transaction. Further information on the financing of the Transaction will be set out in the Scheme Document.
Financing of the Transaction. We confirm that we have all available funding or other access to debt and equity financing in an amount sufficient to pay the Purchase Price and that our obligations pursuant to this agreement and, if the Put Option is exercised, pursuant to the French Asset Purchase Agreement, are not subject to the availability and/or drawing of such financing.
Financing of the Transaction. XXXXXXXX ENERGÍA hereby confirms that prior to signing this Agreement, it has obtained from certain internationally-regarded financial institutions an irrevocable commitment to finance the Transaction, under terms customary for this type of transaction. REPSOL YPF states that it will finance up to U.S.$1.015 billion by issuing a vendor’s loan to supplement the bank financing.
Financing of the Transaction. In connection with the financing of the cash consideration payable under the terms of the Transaction (including the cash consideration payable in respect of the Full Cash Alternative) and the refinancing of its existing banking facilities, CareTech has entered into new banking facilities with Lloyds Bank plc and National Westminster Bank Plc as mandated lead arrangers and with Lloyds Bank plc and NatWest Markets plc as bookrunners and underwriters. The facilities provide committed financing by way of term loans of between 3.5 to 5 years of approximately £334 million and, in addition, a short term bridge loan of approximately £80 million to facilitate cash confirmation ahead of utilising Cambian’s significant net cash position, which will be repayable shortly following Completion. A £25 million revolving credit facility will also be available. In the medium term, CareTech remains committed to maintaining leverage at between approximately 3-4x net debt to EBITDA. Jefferies, as financial adviser to CareTech, is satisfied that sufficient resources are available to CareTech to enable it to satisfy in full the cash consideration payable to Cambian Shareholders under the terms of the Transaction. Further information on the financing of the Transaction will be set out in the Scheme Document.
Financing of the Transaction. The Buyer confirms that it has access to debt and equity financing in an amount sufficient to pay the Consideration when due under the SPA and that its obligations, if the Put Option is exercised, pursuant to the SPA are not conditional on the availability and/or drawing of such financing.
Financing of the Transaction. (a) The Purchasers represent and warrant that (i) the Purchaser Parent has obtained commitments for all necessary debt financings (the Financing Commitments), the proceeds of which, together with cash on hand and funds available to the Purchaser Parent and the Purchasers under the revolving loan facility under the Purchasers Group’s senior secured credit facility, will be sufficient to fulfill the Purchasers’ obligations to make the Completion Payments in accordance with the terms and conditions set out hereunder, (ii) the obligations of the lenders to fund the Financing Commitments are not subject to any conditions other than as expressly set forth in such Financing Commitments, and (iii) the Purchasers will do such things and take such actions as necessary to ensure that all Completion Payments are paid on the Completion Date.
(b) The Purchasers Representative has delivered to the Vendors Representative a copy of such Financing Commitments prior to entering into this Agreement (provided that any information relating to pricing and fees (including any “market flex” provisions that relate to pricing and fees) may be redacted).
(c) The Purchaser Parent represents and warrants to the Vendors that, except as provided in paragraph (b) above, the documents referred to in paragraph (b) are true and complete and there is no other arrangement in connection with any of the Financing Commitments or generally the funding of the Transaction which has not been disclosed to the Vendors.
(d) The Purchaser Parent undertakes to use its best efforts:
(i) To maintain the Financing Commitments in full force and effect until Completion;
(ii) To not permit any draw stop event, attributable to the Purchaser Parent, the Purchasers or any of their Affiliates, to occur on or prior to the Completion Date; and
(iii) To satisfy all the conditions precedent under the Financing Commitments that are within its control on the Completion Date or on any earlier date as required by the Financing Commitments.
(e) Without the prior written consent of the Vendors Representative (not to be unreasonably withheld, delayed or conditioned), the Purchaser Parent shall not permit any amendment, modification or joinder to be made to, or any termination of any provision under, the Financing Commitments if such amendment, modification, joinder or termination: (1) reduces the aggregate amount of the Debt Financing contemplated thereby or (2) imposes additional conditions precedent to the availability of t...
