Financing; Solvency. Enstar has, and will have at the Closing, sufficient cash and other liquid assets on hand, or other sources of immediately available funds, to enable it to make the Closing Payment. Enstar has adequate surplus under Bermuda law to consummate the transactions contemplated by this Agreement and is and, prior to and after giving effect to the consummation of the transactions contemplated by this Agreement, will be, solvent.
Financing; Solvency. (a) Section 4.16 of the Soap Disclosure Letter sets forth complete and accurate copies of the executed commitment letter, with term sheets and annexes and the related fee letters with respect thereto (provided that the amount of fees and certain other economic terms may be redacted from the fee letters) (collectively, the “Debt Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “Lenders”), pursuant to which the Lenders have committed to lend the amounts set forth therein to Soap (or directly to Dish or one of Dish’s Subsidiaries) for the purpose of funding the Merger and the other transactions contemplated hereby (the “Financing”). Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the respective obligations of the Lenders to fund the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. Each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of Soap, and to the Knowledge of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and other fees required to be paid under the Debt Commitment Letters on or prior to the date hereof have been paid and, as of the date hereof, to the Knowledge of Soap, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Debt Commitment Letters inaccurate. Assuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Soap has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Commitment Letters.
Financing; Solvency. As of the date when the condition specified in Section 6.3(d) is satisfied or waived and on the Closing Date the Purchaser will have sufficient funds available to deliver the Unadjusted Cash Purchase Price to the Seller and consummate the transactions contemplated by this Agreement. Upon the consummation of the transactions contemplated by this Agreement, (i) the Purchaser will not be insolvent, (ii) the Purchaser will not be left with unreasonably small capital, (iii) the Purchaser will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Purchaser will not be impaired.
Financing; Solvency. (a) Purchaser currently has or will have as of the Closing all funds necessary to consummate the transactions contemplated by this Agreement. Attached hereto as Exhibit C is a commitment letter with respect to the equity financing necessary to consummate the transactions contemplated by this Agreement. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement or with the financing to be obtained by or on behalf of the Purchaser in connection with consummating the transaction contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any of its Subsidiaries.
Financing; Solvency. (a) Parent has delivered to the Company true, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing.
Financing; Solvency. (a) Parent, Merger Sub and Merger Partnership will have available to them on the Closing Date, sufficient cash, available committed lines of credit or other sources of immediately available funds to consummate the transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article II, and to pay all related fees and expenses.
Financing; Solvency. (a) Notwithstanding anything in this Section 3.2.6 or elsewhere in this Agreement, Buyer affirms, represents and warrants that its obligations hereunder are not in any way contingent or otherwise subject to (i) the consummation of any financing arrangements or the obtaining of any financing by Buyer or any other Person or (ii) the availability of financing to Buyer or any other Person. Buyer acknowledges and agrees that the obtaining any financing is not a condition to Closing.
Financing; Solvency. (a) Buyer has, as of the date hereof, and will continuously have available to it at all times prior to the Closing (either in the form of cash on hand and/or available and usable capacity under its existing credit facilities) and at the Closing will have, in the form of cash, sufficient funds to consummate the transactions contemplated by this Agreement, including the payment of all amounts payable pursuant to ARTICLE II. Buyer expressly acknowledges and agrees that Buyer’s ability to obtain financing is not a condition to its obligations under this Agreement.
Financing; Solvency. (a) Each of Parent and Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. Buyer will have available at the Closing the funds necessary to (x) make the payments required hereunder, (y) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement and (z) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement.
Financing; Solvency. (a) As of the Closing Date, the Purchaser Parties will have sufficient funds available to deliver the Purchase Price to the Sellers and consummate the transactions contemplated by this Agreement, including the timely satisfaction of the Assumed Liabilities.
