Financial Ability to Perform Sample Clauses

Financial Ability to Perform. Buyer has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to enable Buyer to perform all of its obligations hereunder, including delivering the Purchase Price to Sellers, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Buyer under the other Transaction Documents.

Financial Ability to Perform. Purchaser affirms that is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Concurrently with the execution of this Agreement, the Sponsors have entered into the Equity Commitment Letter, a true, correct and complete copy of which has been provided to Sellers, pursuant to which the Sponsors have committed, subject to the terms and conditions set forth therein, to (i) provide to Purchaser (directly or indirectly) equity financing up to an aggregate amount specified therein for purposes specified therein (the “Equity Financing”) to Purchaser and pursuant to which Sellers are third-party beneficiaries thereof and (ii) severally guaranty certain obligations of Purchaser in connection with this Agreement. As of the date hereof, the Equity Commitment Letter has not been amended, supplemented or modified, and no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Purchaser and the other parties thereto, subject to the Enforceability Exceptions. Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letters inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letters to be ineffective. As of the date hereof, there are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter delivered to Sellers 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 or would reasonably be expected to (A) constitute a default or breach on the part of Purchaser or Sponsors under the Equity Commitment Letter, (B) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (C) re...

Financial Ability to Perform. Parent has delivered to the Company prior to the date of this Agreement a letter from a financing source acceptable to the Company regarding its commitment to fund an amount sufficient to pay the Merger Consideration. As of the date of this Agreement, Parent knows of no reason that the financing source will not be able to consummate the Financing.

Financial Ability to Perform. Contractor represents and warrants that it is financially solvent, and Contractor has the financial resources necessary to provide, perform and complete the Work in full compliance with, and as required by or pursuant to, this Contract.

Financial Ability to Perform. The Purchaser has available cash funds sufficient to consummate the transactions contemplated by this Agreement.

Financial Ability to Perform. Buyer has and will have at the Closing available cash or existing credit facilities in an aggregate amount that is sufficient to enable it to pay the Purchase Price at the Closing and to consummate the other transactions contemplated by this Agreement.

Financial Ability to Perform. (a) Purchaser has delivered to Seller true and complete copies of (i) the executed commitment letter, dated as of the date hereof, among Purchaser and the financial institutions party thereto including all exhibits, schedules and annexes to such letter in effect as of the execution and delivery of this Agreement and (ii) the executed fee letter related thereto (together, the “Debt Commitment Letter”, and, subject to the last sentence of Section 5.17(g), the provision of funds as set forth therein, the “Financing”) (it being understood that such fee letter has been redacted to remove fees, the rates and amounts in the “market flex”, if any, and other terms that would not adversely affect the amount, conditionality, availability or termination of the Financing). As of the execution and delivery of this Agreement, other than the Debt Commitment Letter, there are no side letters or other written agreements, contracts or arrangements that impose conditions or other contingencies related to, or that would reasonably otherwise affect, the funding of the full amount of the Financing. As of the execution and delivery of this Agreement, there are no conditions or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Debt Commitment Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect on or prior to the date of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter represents (A) a valid, binding and enforceable obligation of Purchaser and (B) to Purchaser’s Knowledge, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the Enforceability Limitations. As of the execution and delivery of this Agreement, (i) the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived, and (ii) no commitment under the Debt Commitment Letter has been withdrawn, terminated or rescinded in any respect. Purchaser has fully paid (or caused to be paid) any and all commitment fees and other amounts that are required to be paid pursuant to the terms of the Debt Commitment Letter on or prior to the execution and delivery of this Agreement, and will fully pay (or cause to be paid) any such amounts due on or before the Closing. As of the execution and delivery of this Agre...

Financial Ability to Perform. Buyer has, as of the date of this Agreement, available cash funds, credit facilities or other sources of immediately available funds sufficient to consummate the transactions contemplated by this Agreement.

Financial Ability to Perform. (a) Purchaser is a party to a fully executed commitment letter, dated as of the date hereof (together with any fee letters executed in connection therewith, all exhibits and schedules thereto, as amended, restated, waived, supplemented, replaced, extended or otherwise modified from time to time in accordance with the terms herein, the "Debt Commitment Letter") by and among the financial institutions listed on the signature pages thereof (collectively, the "Lenders") and Purchaser pursuant to which the Lenders have agreed, subject solely to the terms and conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the "Debt Financing". (b) Purchaser is a party to a fully executed equity commitment letter, dated as of the date hereof (the "Equity Commitment Letter" and, together with the Debt Commitment Letter, the "Commitment Letters"), by and among the Persons identified therein (collectively, the "Equity Investors") and Purchaser, pursuant to which the Equity Investors have agreed, on the terms and subject solely to the conditions set forth therein, to invest in Purchaser the amounts set forth therein. The Equity Commitment Letter provides that Seller is an express third-party beneficiary thereof and is entitled to enforce such agreement on the terms thereof. The equity financing committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the

Financial Ability to Perform. Parent and Sub will have cash funds sufficient as and when needed to pay all cash payments for shares of Company Common Stock and options in the Offer and the Merger and to pay all related fees and expenses.