Sufficient Financial Resources. GABC will have at the Closing sufficient financial resources to pay the aggregate cash portion of the Merger Consideration and to pay any other amounts payable by it pursuant to this Agreement. As of the date hereof, each of GABC and German American is "well-capitalized" under applicable regulatory definitions.
Sufficient Financial Resources. It has sufficient financial resources to carry out all payment obligations established by and set forth in this Agreement.
Sufficient Financial Resources. The VNG and the government have agreed on municipalities being given additional responsibilities in relation to shaping the energy transition in the built environment. The parties have agreed the following:
Sufficient Financial Resources. The Emdeon Entities possess sufficient financial resources, and at the Closing the Emdeon Entities will possess sufficient funds, to permit the Emdeon Entities to pay the Base Cash Consideration at Closing in accordance with Article II.
Sufficient Financial Resources. Parent has sufficient funds to permit Parent to make the payments required to be made at the Closing pursuant to this Agreement and will have sufficient funds to permit Parent to make all Contingent Payments in accordance with Section 1.12.
Sufficient Financial Resources. 6.1. Within 30 days following the end of each Calendar Quarter during the term of this Guarantee, (a) Guarantor shall deliver to Seller evidence (such as bank statements, statements issued by stock transfer agents or other similar documentation that is issued by one or more Third Parties as to the existence and/or value of assets and that is reasonably acceptable to Seller) that the Company and Guarantor have available to them, free and clear of any Liens other than the Lien established under the Security Agreement, cash and publicly traded securities necessary to satisfy the Obligations (provided that the value of any such publicly traded securities on a xxxx-to-market basis shall be at least one hundred and twenty-five percent (125%) of the value of the portion of the Obligations that such publicly traded securities are being used to satisfy), and (b) upon reasonable request by Seller, Guarantor shall deliver to Seller the Guarantor’s most recent Federal income tax return and such other bank and securities account statements and evidence verified by an independent Third Party of Guarantor’s ownership of Equity Interests in Third Parties. Guarantor shall not be required to deliver the information described in the immediately preceding sentence during any period in which the Company holds in cash that is not subject to any Liens other than the Lien established under the Security Agreement and is available to the Company not less than the greater of (x) $40,000,000 and (y) the amount necessary to satisfy the Obligations plus the normal operating expenses of the Company (as determined by the Company in its reasonable discretion) (the “Minimum Cash Requirement”), provided that within 30 days following the end of each Calendar Quarter during such period covered by this sentence, Guarantor shall cause the Company to deliver to Seller evidence reasonably satisfactory to Seller that the Company holds available cash that is not subject to any Liens other than the Lien established under the Security Agreement of at least the Minimum Cash Requirement.
Sufficient Financial Resources. City will have at the Effective Time sufficient financial resources to pay the Aggregate Consideration and to pay any other amounts payable by it pursuant to this Agreement.
Sufficient Financial Resources. The VNG and the government have agreed on munic ipalities being given additional responsibilities in relation to shaping the energy transition in the built environment. The parties have agreed the following:
Sufficient Financial Resources. Buyer has sufficient financial resources, and at the Closing Buyer will possess sufficient funds, to permit Buyer to deliver the Cash Purchase Price in accordance with Section 1.5, subject to satisfaction of the conditions precedent to Buyer’s obligations to close the transactions contemplated by this Agreement.
Sufficient Financial Resources. TMP has available to it sufficient financial resources to complete the transactions contemplated hereby in accordance with the terms of this Agreement. For Swiss tax purposes, TMP shall neither directly nor indirectly finance the Stock Consideration and/or any other payments to the Shareholders under the Agreement out of financial resources of (i) TASA, (ii) the TASA Subsidiaries, or (iii) the Shareholders.
