Sufficient Funds; Financing. Parent and Merger Sub on the Closing Date will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Date Payments. Each of Parent and Merger Sub agrees and affirms that is it not a condition to the Closing or to any of its obligations under this Agreement (including its obligations to consummate the transactions contemplated hereby) that Parent or Merger Sub obtain any financing for, or related to, any of the transactions contemplated by this Agreement. Parent has delivered to the Company a true, complete and correct copy of the senior facilities agreement, dated as of June 3, 2019 between, among others, Parent and Bank of America Xxxxxxx Xxxxx International Designated Activity Company, Credit Suisse International, X.X. Xxxxxx Securities PLC and X.X. Xxxxxx Europe Limited, as agent (other than Parent, the “Debt Financing Sources”) (including all exhibits, schedules and annexes thereto, and any executed fee letter associated therewith redacted in a manner as described below, collectively, the “Debt Agreement”), pursuant to which the Debt Financing Sources have committed, subject only to the satisfaction of the terms and conditions set forth therein (the “Debt Financing Conditions”), to provide debt financing to Parent and Merger Sub in the aggregate amounts set forth therein (the “Financing”) for the purposes of funding the Closing Date Payments. The Debt Agreement has not been amended, supplemented or modified prior to the date of this Agreement, and as of the date of this Agreement, the respective commitments contained in the Debt Agreement have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is pending. Except for any fee letter referred to above (a complete copy of which has been provided to the Company, with only fee amounts and the economic terms related to any market flex provisions contained therein redacted in a customary manner (provided that Parent represents and warrants that the redactions in any such fee letters do not relate to the imposition of any new conditions (or the modification or expansion of any existing Debt Financing Conditions) with respect to the Financing, any reduction in the amount of the Financing or otherwise relate to the termination or enforceability or availability of the Financing)) and customary engagement letters with respect to the Financing, there are no side letters or Contracts to which Parent...
Sufficient Funds; Financing. (a) On the Closing Date, Buyer will have available sufficient cash and cash equivalents and other sources of immediately available funds to deliver the Purchase Price and make the payments required by Article II and any other amounts incurred or otherwise payable by Buyer in connection with the Contemplated Transactions. Xxxxx expressly acknowledges and agrees that its obligations hereunder, are not subject to, or conditioned on, the receipt or availability of any funds or the Financing.
Sufficient Funds; Financing. (a) At the Closing, Parent, together with the Parent Subsidiaries, will have, or will have available to them, the funds necessary to pay (i) the aggregate Per Share Cash Consideration in full in accordance with the terms of this Agreement, (ii) any other amounts required to be paid in connection with the consummation of the Merger, (iii) assuming compliance by the Company with Section 5.01(a)(viii), all obligations pursuant to the Company’s Credit Agreement, dated as of December 18, 2014, by and among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as amended and (iv) any fees and expenses associated with the foregoing (the “Required Payments”). Parent has delivered to the Company fully executed, true and complete copies of (x) the New Term Loan Facility dated on or about the date of this Agreement together with any exhibits, annexes, schedules or other attachments thereto, with the financing sources specified therein and (y) any fee, syndication, “flex” or similar letters relating to the New Term Loan Facility together with any exhibits, annexes, schedules or other attachments thereto (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the Financing). The proceeds of the New Term Loan Facility shall be available to finance the Required Payments. As of the date hereof, there are no amendment, modifications or waivers with respect to the New Term Loan Facility. The New Term Loan Facility is the legal, valid and binding obligation of, and enforceable against, Parent, and, to the Knowledge of Parent, each of the other parties thereto except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.
Sufficient Funds; Financing. (a) Without limiting the effect of Section 9.13(b), as of the Closing Date, Parent shall have, or have immediately available to it, sufficient funds necessary to pay the aggregate Merger Consideration and the aggregate Stock Rights Payment and to consummate the transactions contemplated by this Agreement, including the payment of fees and expenses that are for its account.
Sufficient Funds; Financing. As of the date of this Agreement, the Investor has, and at the Closing and at all times prior to the Closing the Investor will have, immediately available funds sufficient to pay the Purchase Price in full, and to pay any fees and expenses of or payable by the Investor or its Affiliates, and to consummate the Transactions on the terms and conditions contemplated by this Agreement. As of the date hereof, the Investor is not aware of any reason why the funds sufficient to fulfill its obligations under this Agreement (including paying the Purchase Price in full, and to pay any fees and expenses of or payable by the Investor or its Affiliates) will not be available on the Closing Date. The Investor expressly acknowledges and agrees that its obligations under this Agreement to consummate the Transactions are not subject to, or conditioned on, the receipt or availability of any funds or financing.
Sufficient Funds; Financing. (a) Each of Holdco and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Debt Financing in a timely manner including to (i) maintain in full force and effect the Debt Commitment Letter, (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in the Debt Commitment Letter that are within their respective control, other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement, (iii) fully enforce its rights under the Debt Commitment Letter, (iv) negotiate and execute a definitive debt financing agreement substantially on the terms set out in the Debt Commitment Letter (the “Debt Financing Agreement”) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject to the requirements of Section 2.2, draw upon and consummate the Debt Financing at or prior to the Closing; provided, however, that neither Holdco nor any of its Affiliates shall be required to initiate any legal proceeding against the Financing Sources.
Sufficient Funds; Financing. (a) Parent has delivered to the Company a true, correct and complete copy of an executed commitment letter (the “Debt Commitment Letter”) from Shanghai Pudong Development Bank Co., Ltd. confirming its commitment to provide Parent with debt financing in connection with the Transactions in the amount set forth therein and in accordance with the terms thereof (the “Debt Financing”).
Sufficient Funds; Financing. Buyer represents and warrants that --------------------------- it or an affiliate has entered, or simultaneously with the execution of this Agreement will enter, into a letter agreement (the "Letter Agreement") relating to debt financing to pay in full in cash at closing the Purchase Price and to repay the indebtedness of the Company set forth on Schedule 6.2 together with all fees and expenses of Buyer and the fees and expenses of Pricewaterhouse Coopers Securities L.L.C. associated with the transactions contemplated hereby, and to make any other payments necessary on the part of Buyer or its affiliates to consummate the transactions contemplated hereby. A true and correct copy of the Letter Agreement is attached as part of Schedule 4.4. Neither Buyer nor its ------------- affiliates will terminate, amend or modify in any respect the Letter Agreement in a manner which will adversely affect the probability that such financing will be actually funded, or the timing thereof, without the prior written consent of Sellers. Buyer or an affiliate has fully paid any and all commitment fees or other fees required by such Letter Agreement to be paid as of the date hereof (and will duly pay any such fees due after the date hereof). Buyer will use its reasonable efforts to maintain the Letter Agreement in full force and effect and will use its reasonable efforts to cause the conditions to funding under such letter to be fulfilled on a timely basis and to obtain such funding to permit the Closing to occur hereunder. In the event the Letter Agreement is terminated for any reason, Buyer shall use its reasonable efforts to obtain substitute financing sufficient to permit the Closing to occur in accordance with this Agreement. The debt financing contemplated by the Letter Agreement or such substitute financing is referred to herein as the "Debt Financing."
Sufficient Funds; Financing. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Financing in a timely manner including by (i) maintaining in full force and effect the Financing Commitments, (ii) satisfying, or causing its Representatives to satisfy, on a timely basis all conditions to the closing of the funding in the Financing Commitments applicable to Parent and/or Merger Sub that are within their respective control, (iii) fully enforce its rights under the Financing Commitments, (iv) negotiating and executing a definitive debt financing agreement on the terms set out in the Debt Commitment Letter (the “Debt Financing Agreement”) and (v) assuming all conditions precedent in the Debt Commitment Letter have been satisfied, subject to the requirements of Section 1.02, drawing upon and consummating the Debt Financing at or prior to the Closing.
Sufficient Funds; Financing. (a) Except as set forth in Section 10.2(g), the Buyer’s obligations hereunder are not subject to any conditions regarding the Buyer’s or any other Person’s ability to obtain financing for the consummation of this Agreement and the other transactions contemplated by this Agreement.
