Financing; Solvency. Enstar has, and will have at the Closing, sufficient cash and other liquid assets on hand, or other sources of immediately available funds, to enable it to make the CPPIB Closing Payment and the CPPIB LP Closing Payment. Enstar has adequate surplus under Bermuda law to consummate the transactions contemplated by this Agreement and is and, prior to and after giving effect to the consummation of the transactions contemplated by this Agreement, will be, solvent.
Financing; Solvency. (a) Buyer has delivered to Seller true and complete copies of (i) the executed commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), between Buyer and the Guarantors (the “Equity Financing Sources”), pursuant to which the Equity Financing Sources have committed, subject only to the terms thereof, to invest the amounts set forth therein on the date on which the Closing should occur pursuant to Section 3.01 and to which Seller is an express third party beneficiary (the “Equity Financing”), and (ii) the executed debt commitment letters (together with the term sheet and any other annexes, exhibits, schedules and other attachments thereto), dated as of the date hereof (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Commitments”) from the Debt Financing Sources party thereto (together with the Equity Financing Source, the “Financing Sources”) pursuant to which such Debt Financing Sources have committed, subject only to the terms thereof, to lend or invest the amounts set forth therein for purposes of funding the transactions contemplated by this Agreement on the date on which the Closing should occur pursuant to Section 3.01 (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Buyer has also delivered to Seller true and complete copies of the fee letter (with only the fee amounts, economic terms and “market flex” provisions contained therein (none of which individually or in the aggregate would reduce the amount of the Debt Financing or adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur) redacted) relating to the Debt Commitment Letters (such fee letter, the “Fee Letter”).
Financing; Solvency. As of the date when the condition specified in Section 6.3(d) is satisfied or waived and on the Closing Date the Purchaser will have sufficient funds available to deliver the Unadjusted Cash Purchase Price to the Seller and consummate the transactions contemplated by this Agreement. Upon the consummation of the transactions contemplated by this Agreement, (i) the Purchaser will not be insolvent, (ii) the Purchaser will not be left with unreasonably small capital, (iii) the Purchaser will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Purchaser will not be impaired.
Financing; Solvency. (a) Buyer has, as of the date hereof, and will continuously have available to it at all times prior to the Closing (either in the form of cash on hand and/or available and usable capacity under its existing credit facilities) and at the Closing will have, in the form of cash, sufficient funds to consummate the transactions contemplated by this Agreement, including the payment of all amounts payable pursuant to ARTICLE II. Buyer expressly acknowledges and agrees that Buyer’s ability to obtain financing is not a condition to its obligations under this Agreement.
Financing; Solvency. (a) Purchaser currently has or will have as of the Closing all funds necessary to consummate the transactions contemplated by this Agreement. Attached hereto as Exhibit C is a commitment letter with respect to the equity financing necessary to consummate the transactions contemplated by this Agreement. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement or with the financing to be obtained by or on behalf of the Purchaser in connection with consummating the transaction contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any of its Subsidiaries.
Financing; Solvency. (a) Parent has delivered to the Company true, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing.
Financing; Solvency. (a) Notwithstanding anything in this Section 3.2.6 or elsewhere in this Agreement, Buyer affirms, represents and warrants that its obligations hereunder are not in any way contingent or otherwise subject to (i) the consummation of any financing arrangements or the obtaining of any financing by Buyer or any other Person or (ii) the availability of financing to Buyer or any other Person. Buyer acknowledges and agrees that the obtaining any financing is not a condition to Closing.
Financing; Solvency. (a) As of the Closing Date, the Purchaser Parties will have sufficient funds available to deliver the Purchase Price to the Sellers and consummate the transactions contemplated by this Agreement, including the timely satisfaction of the Assumed Liabilities.
Financing; Solvency. (a) Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement.
Financing; Solvency. (a) As of the Agreement Date, Buyer has, and at the Closing will have, the funds necessary to (i) make the payments required hereunder, (ii) pay all fees and expenses to be paid by Xxxxx in connection with the transactions contemplated by this Agreement and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. Buyer has not incurred any obligation, commitment, restriction or Liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or Liability of any kind, which would reasonably be expected to impair or adversely affect such resources. Buyer understands and acknowledges that under the terms of this Agreement, Xxxxx’s obligation to consummate the transactions contemplated by this Agreement is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Xxxxx’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.
