Sufficient Financing. Buyer has delivered to Seller true, complete and correct copies of (a) an executed equity commitment letter (the “Equity Commitment Letter”), dated as of the date hereof, by and between the Investors named therein (collectively, “Equity Sponsor”) and Buyer pursuant to which Equity Sponsor has, among other things, and subject to the terms and conditions thereof, committed to provide the amount set forth therein to Buyer in connection with the Closing (the “Equity Financing”, and together with the Debt Financings, the “Financing”), (b) the ABL Commitment Letter, pursuant to which the ABL Financing Sources party thereto have committed to provide the ABL Financing to Buyer, (c) the Shell Commitment Letter (together with the Equity Commitment Letter and the ABL Commitment Letter, the “Commitment Letters”), pursuant to which the Shell Financing Sources party thereto have committed to provide the Shell Financing to Buyer, and (d) the fee letter related to the ABL Commitment Letter with only fee and certain other economic and “flex” terms redacted (as the same may be amended or modified to the extent permitted hereunder, the “Redacted Fee Letter”). Assuming the Financing is funded in accordance with the terms and conditions of the Commitment Letters (including after giving effect to any “flex” provisions in the Redacted Fee Letter), the aggregate proceeds to be disbursed pursuant to the Commitment Letters, are sufficient as of the Closing Date to allow Buyer to consummate the Closing (including with respect to the payment of the Closing Purchase Price in accordance with Section 2.2), to provide credit support to certain of the Company’s counterparties, to pay related fees and expenses and to make all other payments contemplated herein to be made by Buyer at the Closing (collectively, the “Financing Purposes”). As of the date of this Agreement, each Commitment Letter is in full force and effect and is the valid and binding obligation of Buyer and, to Buyer’s knowledge, the other parties thereto, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Applicable Laws affecting creditors’ rights generally and general principles of equitable relief. As of the date of this Agreement, no Commitment Letter has been amended or otherwise modified in any respect. Except for any customary non-disclosure agreements that do not impact the conditionality, enforceability, availability or aggregate amount of the Debt Financings, as of the date he...
Sufficient Financing. Purchaser has sufficient cash or funds available for borrowing under its credit facilities to fund the Purchase Price and to consummate the Transactions.
Sufficient Financing. Buyer has sufficient funds or financing in place to fund the Purchase Price to be paid at Closing to Shareholders for the Shares. _ COVENANTS
Sufficient Financing. As of the Closing, Buyer will have the financial capability, pursuant to its existing credit facilities, to purchase the Equity Interests and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein. Buyer has no reason to believe that there are any conditions to the payment of such cash which might not be satisfied by Buyer as of the date hereof and as of the Closing.
Sufficient Financing. Ex-Im Bank shall have received evidence satisfactory to it that the financing committed to be provided to the Borrower pursuant to the Financing Documents, together with the amounts of Corporate Cash Balance and all amounts of committed and available long-term credit facilities under the Other Phase II Credit Facilities, is sufficient to enable the Borrower to pay all Project Costs set forth in the Ramp and Capital Costs Budget and otherwise to achieve the Phase II Completion Date.
Sufficient Financing. Sterigenics has, and at the Closing will have, sufficient financing available to it to consummate the Acquisition.
Sufficient Financing. Buyer (a) has access to, and will have at Closing, sufficient cash or other sources of immediately available funds to enable it to make payment of the Purchase Price and any other payments to be paid by it hereunder, (b) has, and at the Closing will have, the resources and capabilities (financial or otherwise) to perform its other obligations hereunder and (c) has not incurred, and prior to the Closing will not incur, any obligation, commitment, restriction, or liability of any kind which would impair or adversely affect such resources and capabilities.
Sufficient Financing. On the Closing Date, Purchaser will have sufficient funds available to consummate the transactions contemplated hereby, including payment of the Purchase Price.
Sufficient Financing. GE Capital shall not have in good faith determined that the available Loan Commitment is insufficient to fund the balance of the Project Costs necessary to achieve Final Completion.
Sufficient Financing. The Buyer has arranged for sufficient financing for payment of the Purchase Price and the completion of the transactions hereunder and such financing is not subject to any future conditions beyond the control of the Buyer.
