Common use of Financial Capabilities Clause in Contracts

Financial Capabilities. (a) Except as contemplated by the next sentence, Buyer has cash or other available sources of funds sufficient to pay in full the Purchase Price in the manner specified in Sections 3.1 and 3.2, together with all related fees and expenses. In addition, if and to the extent Buyer is relying upon any financing to be provided by third parties in order to pay any part of the Purchase Price and related fees and expenses, Buyer has received letters from reputable lenders indicating they are highly confident they can arrange binding financing commitments (the "Highly Confident Letters") in amounts which, together with immediately available funds in cash or cash equivalents of Buyer are and will at the Closing be sufficient to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to consummate the transactions contemplated by this Agreement. True and correct copies of the Highly Confident Letters are attached hereto as Exhibit F, and the Highly Confident Letters are current and valid and have not been modified in any respect. (b) Buyer has sufficient financial resources to operate the Business after the Closing Date. Without limiting the generality of the foregoing, Buyer has sufficient, liquid financial resources to satisfy any applicable requirement relating to financial capacity or capital imposed by any Governmental Authority in the state in which the Business is conducted. Buyer is solvent, is able to pay its debts as they become due, and owns property that has both a fair value and a fair saleable value in excess of the amount required to pay its debts as they become due.

Financial Capabilities. (a) Except as contemplated by the next sentence, Buyer has cash or other available sources of funds sufficient to pay in full the Purchase Price in the manner specified in Sections 3.1 and 3.2, together with all related fees and expenses. In addition, if and to the extent Buyer is relying upon any financing to be provided by third parties in order to pay any part of the Purchase Price and related fees and expenses, Buyer has received letters from reputable lenders indicating they are highly confident they can arrange binding financing commitments (the "Highly Confident Letters") in amounts which, together with immediately available funds in cash or cash equivalents of Buyer are and will at the Closing be sufficient to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to consummate the transactions contemplated by this Agreement. True and correct copies of the Highly Confident Letters are attached hereto as Exhibit F, and the Highly Confident Letters are current and valid and have not been modified in any respect. Buyer shall be entitled, upon written consent of Seller, which consent shall not be unreasonably withheld, to deliver to Seller replacement highly confident letters identifying alternative financing sources and/or forms of financing, which replacement highly confident letters shall become the Highly Confident Letters upon Seller's approval. Such alternative highly confident letters shall be from comparable sources to those contained in the Highly Confident Letters attached hereto, and reasonably acceptable to Seller. (b) Buyer has sufficient financial resources to operate the Business after the Closing Date. Without limiting the generality of the foregoing, Buyer has sufficient, liquid financial resources to satisfy any applicable requirement relating to financial capacity or capital imposed by any Governmental Authority in the state in which the Business is conducted. Buyer is solvent, is able to pay its debts as they become due, and owns property that has both a fair value and a fair saleable value in excess of the amount required to pay its debts as they become due.