Purchaser’s Financing. At the Closing, such Purchaser will have all funds necessary to pay to the Company the purchase price for the Notes being purchased by such Purchaser hereby in immediately available funds.
Purchaser’s Financing. The Purchaser's public or private offering of debt or equity instruments.
Purchaser’s Financing. The Purchaser has delivered to the Seller true, complete and correct copies of executed copies of the Standby Purchase Agreement and the Debt Subscription Agreement (the “Financing Commitments”), pursuant to which the investor party or parties thereto has or have committed, subject to the terms and conditions set forth therein, to invest in the Purchaser or PNCC the cash amounts set forth therein (the “Financing”). Assuming the Financing is funded in accordance with the Financing Commitments, the Purchaser will have at Closing funds sufficient to pay the Purchase Price in accordance with the terms set forth in this Agreement and the fees and expenses payable by the Purchaser in connection with the Contemplated Transactions. As of the date of this Agreement, neither of the Financing Commitments has been amended or modified and the respective obligations and commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and it will pay any and all such commitment fees or other fees as they become due and payable at any time thereafter in accordance with the terms of the Financing Commitments. The Financing Commitments are in full force and effect as of the date hereof. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Purchaser or, to the knowledge of Purchaser, any other parties thereto, under either of the Financing Commitments; provided that Purchaser is not making any representation or warranty regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. As of the date of this Agreement, the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Purchaser on the Closing Date; provided that the Purchaser is not making any representation regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. The Financing Commitments, together with the Subscription Receipt Indenture (as defined in the Debt Subscription Agreement) and the Subscription Receipt Agreement ...
Purchaser’s Financing. Seller shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to consummate the financing, if any, of the transactions contemplated by this Agreement. Such commercially reasonable efforts shall include, to the extent reasonably requested by Purchaser, (i) providing direct contact between prospective lenders and the officers and directors of Seller, (ii) providing information with respect to the Business and Acquired Assets readily available to Seller in connection with Purchaser’s preparation of confidential information memoranda, preliminary offering memoranda, financial information and other materials to be used in connection with obtaining such financing, (iii) cooperation with the marketing efforts of Purchaser and its financing sources for such financing, including participation in management presentation sessions, and (iv) providing reasonable assistance in obtaining any consents of third parties necessary in connection with such financing.
Purchaser’s Financing. Purchaser shall use its best efforts to obtain the Financing on the terms contemplated by the Financing Commitments (other than the terms set forth in the eighth paragraph of the Senior Commitment Letter relating to changes in the terms of the financing described by such Senior Commitment Letter) or alternative financing on terms no less favorable than those set forth in the Financing Commitments (again, other than the terms in the eighth paragraph of the Senior Commitment Letter referred to above) (such financing, "Alternative Financing") and to satisfy the conditions to such Financing as detailed in the Commitments delivered to the Company pursuant to Section 4.5 hereof. In addition, Purchaser shall use its reasonable efforts to enter into definitive agreements with respect to the Financing or Alternative Financing prior to the mailing of the Proxy Statement, which obligation shall in no way (i) restrict the conditions that may be imposed in such definitive agreements with respect to the closing of such Financing or Alternative Financing or (ii) alter the Company's obligation to mail the Proxy Statement to its shareholders at the earliest practicable time. For the avoidance of doubt, obtaining Alternative Financing shall not require Purchaser to pay greater financing or other fees than as set forth in the Financing Commitments or require Purchaser to issue any equity to any source of such Alternative Financing beyond what is contemplated by the Financing Commitments.
Purchaser’s Financing. The Purchaser will have at Closing all funds on hand necessary to pay the Purchase Price.
Purchaser’s Financing. In the event Purchaser has not obtained and delivered to Seller copy(s) of written commitments for financing reasonably satisfactory to Seller, Licensee and Shareholder by January 31, 1997, Seller may thereafter terminate this Agreement upon five (5) days' written notice to Purchaser unless Purchaser has obtained and delivered to Seller copies of written commitments for financing reasonably acceptable to Seller prior to the expiration of such five (5) day period. Such commitments shall remain in full force and effect at all times during the period beginning when such commitments are obtained and continuing until the Closing. Upon lapse of any such commitment, Seller may thereafter terminate this Agreement upon five (5) days' written notice to Purchaser unless Purchaser obtains and delivers to Seller a commitment in effect prior to the expiration of such five (5) days period.
Purchaser’s Financing. The Obligors shall have established that the purchaser party to the Asset Purchase Agreement has the financial ability to pay the stated purchase price for the Ocala Real Property and the Ocala Personal Property by providing to the Lender financial statements, loan commitments or such other documentation as the Lender shall request.
Purchaser’s Financing. To the extent that Purchaser does not have sufficient cash to enable Purchaser to pay when due the full consideration payable to the Sellers hereunder, Purchaser shall use, as promptly as practicable, its best efforts to arrange and obtain financing in an amount sufficient to consummate the transactions contemplated hereby in a timely manner.
Purchaser’s Financing. Purchaser shall prepare and file or cause to be prepared and filed with the SEC within 45 days after the date of signing the Original Purchase Agreement, a registration statement on Form S-3 or another appropriate registration statement for the purpose of an offering to be made in order to raise net proceeds (after deducting fees, expenses and commissions) in an amount sufficient in order to pay the Purchase Price and the Employee Bonus Amount at Closing (the “Offering”). Sellers and the Company shall furnish to the Purchaser, Purchaser’s advisors, the underwriters of such offering and such underwriters’ advisors, such relevant information, in oral and written form, regarding the Sellers and the Company as the Purchaser may reasonably request and as shall be reasonably required in connection with the preparation and filing of the Registration Statement and any amendments thereto and in connection with the Offering. In addition, the Sellers and the Company shall, and shall cause the Company’s employees, auditors and other representatives to cooperate with and assist Purchaser, as Purchaser may reasonably request, to enable Purchaser to prepare and file with the SEC the Registration Statement, including by participating in drafting sessions and conference calls regarding the Registration Statement and the contents thereof and by signing such documents as may be reasonably requested by Purchaser, the underwriters of the Offering and their respective advisors in connection with the closing of the Offering.
