Sufficiency of Funds; Financing. Subject to the terms and conditions in the Commitment Letter (defined below), the aggregate proceeds of the Debt Financing (as defined below), together with cash on hand, are in an aggregate amount sufficient to pay all obligations of Parent, Merger Sub I and Merger Sub II under this Agreement including all amounts due under Article II and all out of pocket expenses of Parent, Merger Sub I, Merger Sub II and the Surviving Corporation arising from the consummation of the transactions contemplated under this Agreement. Parent has delivered to the Company true and complete copies of (i) an executed commitment letter, from the Debt Financing Sources (such commitment letter or any replacement commitment letter or letters as contemplated by Section 5.18(c) together with any Fee Letter, collectively, the “Commitment Letter”) pursuant to which the Debt Financing Sources have agreed, subject to the terms and conditions therein, to provide the debt financing for the Mergers and the other transactions contemplated by this Agreement (the debt financing pursuant to the Commitment Letter or otherwise shall be referred to herein as the “Debt Financing”), and (ii) any fee letter or letters associated with the Commitment Letter (collectively, the “Fee Letter”), provided, however, that the fees and other commercially sensitive information in any fee letter (including provisions in such fee letter related solely to fees, “flex terms” and economic terms, in each case that do not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the financing available to pay the amounts described in the first sentence of this Section 4.16) may have been redacted. As of the date of this Agreement, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent, and, to the knowledge of Parent, each of the other parties thereto, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The Commitment Letter has not been amended or modified on or prior to the date of this Agreement and as of the date of this Agreement, no such amendment or modification is contemplated by Parent, and as of the date of this Agreement, the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the...
Sufficiency of Funds; Financing. Buyer has sufficient Cash on Hand or other sources of funds available to it to enable it to make payment of the Purchase Price (including any adjustment amounts that may become payable by Buyer under Section 2.06 of this Agreement) and consummate the transactions contemplated by this Agreement.
Sufficiency of Funds; Financing. (a) Buyers, as of the Closing Date will have, together with cash on hand, immediately available credit arrangements or otherwise, all of the funds necessary to satisfy all of the Closing Date payment obligations of Buyers under this Agreement and to consummate the Transaction. Buyers acknowledge that their obligations under this Agreement are not contingent upon or subject to any conditions regarding Buyers’ ability to obtain financing for the consummation of the Transaction.
