Sufficient Funds Clause Samples

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters (the “Financing Commitments”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have 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. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Note.