Funding of Purchase Price. The Buyer has sufficient cash available to enable it to fulfill its obligations hereunder and to make payment of all amounts to be paid by it hereunder on the Closing Date, it being acknowledged that there is no financing contingency as a condition to Buyer’s obligations under this Agreement or to complete the Transactions contemplated hereby.
Funding of Purchase Price. Purchaser has available cash reserves or has secured financing as necessary to permit Purchaser to fund the Purchase Price at Closing.
Funding of Purchase Price. The Purchasers shall have received the amount of the Purchase Price to be paid at such Closing from Fund-VI, all of such funds to be used exclusively as payment of such amount of the Purchase Price.
Funding of Purchase Price. It is understood and agreed that Buyer shall have no obligation to fund the Purchase Price for any Interest or any part thereto until with respect to such Interest Buyer or the Custodian, as the case may be, is in receipt of all instruments, agreements and documents required to be delivered to Buyer as set forth in this Agreement and all other conditions precedent set forth in this Agreement are satisfied.
Funding of Purchase Price. Purchaser currently has and will continue to have funds available sufficient to pay the Purchase Price.
Funding of Purchase Price. The Parent Entities shall cause the Purchasers to fulfill their obligations hereunder to consummate the Purchase in accordance with the terms and conditions of this Agreement, including by funding the Purchasers with an amount of cash necessary to permit the payment of the Purchase Price by the Purchasers at Closing in accordance with ARTICLE II hereof. For avoidance of doubt, this SECTION 5.14 shall terminate as of the Closing.
Funding of Purchase Price. DEGC anticipates that its senior and mezzanine lenders (the "DEGC LENDER GROUP") will provide the debt financing necessary to fund the Purchase Price at Closing; however, in the event that the DEGC Lender Group will be unable to fund the Purchase Price at Closing, DEGC shall notify Seller of such event (a "FUNDING EVENT") at least five (5) business days prior to the Closing and the following shall occur:
(a) At the Closing, DEGC shall (i) pay Seller a cash amount equal to $82,000,000, plus or minus the adjustment pursuant to 2.1(d), (ii) assume the Assumed Liabilities, and (iii) deliver to Seller a promissory note for $20,400,000 (the "PURCHASE MONEY NOTE"). The Purchase Money Note shall mature and become fully due and payable on August 15, 2004.
(b) At the Closing, KRG Capital Partners, LLC ("KRG"), or one or more of its Affiliates, shall provide DEGC or Keymed (if applicable) with a secured bridge loan evidenced by a promissory note of at least $44,800,000 and such additional amounts as KRG determines from time to time is necessary to meet Keymed's working capital needs (the "KRG BRIDGE LOAN"). The KRG Bridge Loan shall mature and become fully due and payable on August 15, 2004.
(c) The Purchase Money Note shall be adequately secured to the satisfaction of Seller and shall be further supported by the KRG Commitment, described below. Immediately following the execution of this Agreement, DEGC and Seller shall negotiate in good faith to agree on the nature and priority of the security to be granted with respect to the Purchase Money Note and also as to the form of the Purchase Money Note and any security agreements, subordination agreements, UCC filings and other necessary documentation, all of which shall be to the mutual satisfaction of DEGC and Seller.
(d) Immediately following the execution of this Agreement, KRG and Seller shall negotiate in good faith to agree on the form of a purchase agreement with respect to the Purchase Money Note, under which KRG would purchase the Purchase Money Note for the full amount of the balance thereunder in cash. In any event, KRG shall make a capital call no later than July 20, 2004 for receipt of funds no later than August 5, 2004 in an amount equal to the entire principal amount and accrued interest on the Purchase Money Note and shall use such funds to purchase the Purchase Money Note in full, or shall invest such proceeds in DEGC and shall cause DEGC to repay the Purchase Money Note in full (the "KRG COMMITMENT"). ...
Funding of Purchase Price. Purchaser has sufficient cash or other contractually committed sources of financing to consummate the purchase of the Business and shall at Closing have funds available sufficient to pay the Purchase Price.
Funding of Purchase Price. The Purchaser represents that it will fund the payment of the Purchase Price and the Refinancing Amounts at Completion by raising that financing and that it will not require shareholder approval to raise such debt financing.
Funding of Purchase Price. Each of the Buyers shall fund the Purchase Price directly to the Company via wire transfer per the wire instructions provided to the Buyers by the Company or its outside legal counsel on or about the date hereof.
