Financing of the Transactions Sample Clauses

Financing of the Transactions. The Buyer has and on the Closing Date will have sufficient immediately available funds to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement and the Ancillary Agreements or otherwise necessary to consummate the transactions contemplated hereby and thereby.
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Financing of the Transactions. On the First Stage Closing Date (in respect of the First Stage Acquisition) and the Second Stage Closing Date (in respect of the Second Stage Acquisition) the Buyer will have, sufficient immediately available funds to pay, in cash, the First Stage Purchase Price and the Second Stage Purchase Price, respectively, and all other amounts payable by the Buyer pursuant to this Agreement and the Shareholders Agreement or otherwise necessary to be paid by the Buyer to consummate the transactions contemplated hereby and thereby.
Financing of the Transactions. On the First Stage Closing Date (in respect of the Stock Purchase Transaction) and the Second Stage Closing Date (in respect of the Merger Transaction), Buyer will have, and will cause the Merger Sub to have, sufficient immediately available funds to pay, in cash, the Stock Purchase Price and the aggregate Cash Merger Consideration, respectively, and all other amounts payable by Buyer or Merger Sub pursuant to this Agreement and the Ancillary Agreements or otherwise necessary to be paid by Buyer or the Merger Sub to consummate the transactions contemplated hereby and thereby.
Financing of the Transactions. Purchaser has delivered to Sellers complete and accurate copies of an executed commitment letter (the “Commitment Letter”) addressed to Purchaser to provide Purchaser with (i) senior secured first lien credit facilities (the “Senior Credit Facilities” and, together with the Bridge Financing (defined below), the “Credit Facilities”), (ii) an unsecured senior interim loan (the “Bridge Financing”, and together with debt securities (the “Debt Securities”) issued in lieu of or to refinance such Bridge Financing or any portion thereof, the “Note Financing”). The Note Financing, the Senior Credit Facilities and any alternative financing is collectively referred to as the “Financing”. As of the Signing Date, Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Commitment Letter assuming accuracy of the representations and warranties by Sellers and compliance by Sellers with their covenants herein. Purchaser has fully paid any and all commitment fees or other fees required by the Commitment Letter to be paid on or before the Signing Date. Subject to its terms and conditions, the Financing, when funded in accordance with the Commitment Letter, and taken together with cash on hand of Purchaser will provide Purchaser with acquisition financing at the Closing sufficient to perform the Closing Action under Section 8.3.1.
Financing of the Transactions. The financing of the acquisition by the Purchaser of the Sold Securities does not come from drug trafficking nor organized criminal activities and the Purchaser is in compliance in all material respects with all applicable Requirements of Law and notably in accordance with the Third European Directive relating to anti-money laundering.
Financing of the Transactions. 35 11. Effect of the Transactions on the Market for the Shares; Exchange Act Registration...................... 38 12. Certain Conditions to the Offer....................... 39 13. Certain Legal Matters and Regulatory Approvals........ 40 14.
Financing of the Transactions. In the ordinary course of business, affiliates of Bowlxx Xxxlxxxxx xxx actively trade the securities of the Company for their own account and the
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Related to Financing of the Transactions

  • The Transactions (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount.

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

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