Sufficient Funds Clause Samples
The Sufficient Funds clause ensures that a party, typically the buyer or obligor, has adequate financial resources available to fulfill its payment obligations under the agreement. In practice, this clause may require the party to provide evidence of available funds, such as bank statements or financing commitments, before certain transactions or milestones occur. Its core function is to provide assurance to the other party that financial commitments can be met, thereby reducing the risk of default due to lack of funds.
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Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters (the “Financing Commitments”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Note.
Sufficient Funds. Sufficient funds are available to the Borrower, in addition to the proceeds of the Note, to pay all costs of construction of the Improvements in the manner required hereby.
Sufficient Funds. With respect to the Additional Loans, the amount on deposit in the Supplemental Purchase Account shall be greater than or equal to the related Additional Loans Purchase Price.
Sufficient Funds. (a) Parent has delivered to the Company a true, complete and correct copy of the executed Note Purchase Agreement dated as of the date hereof (from the Financing Sources, pursuant to which the Financing Sources have committed to provide, subject only to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, financing in cash amounts set forth therein for the purposes of making all payments contemplated by this Agreement for the Offer and the Merger (the “Financing”). The Note Purchase Agreement provides that the Company is a third-party beneficiary thereof. The Note Purchase Agreement, in the forms so delivered to the Company, are in full force and effect and are legal, valid and binding obligations of Parent, Merger Sub and the Financing Sources, fully and specifically enforceable against the parties thereto in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Legal Proceeding at law or in equity).
(b) As of the date of this Agreement, the commitments set forth in the Note Purchase Agreement are in full force and effect, such commitments have not been amended or modified (except as permitted by Section 5.14 and, to the Knowledge of Parent, no such amendment or modification is contemplated or pending. Other than the Note Purchase Agreement, as of the date of this Agreement there are no other agreements, side letters or arrangements, to which Parent, Merger Sub or any of their respective Affiliates is a party, or relating to the funding or investing, as applicable, of the full proceeds of the Financing that could affect the availability of the Financing or any portion thereof at the Acceptance Time or on the Closing Date. As of the date of this Agreement, neither Parent nor, to the Knowledge of Parent, any counterparty to the Note Purchase Agreement is in breach of any of the terms or conditions set forth in, or default under, the Note Purchase Agreement, and, as of the date of this Agreement, to the Knowledge of Parent, no event or circumstance has occurred which, with or without notice, lapse of time or both, would, or would reasonably be expected to, (i) constitute or result in a breach, default or failure to satisfy any condition precedent set forth therein on the pa...
Sufficient Funds. As of immediately prior to or substantially simultaneously with the Closing, Parent will have sufficient funds to pay the Merger Consideration and to effect all other transactions contemplated by this Agreement and the Purchase Price Adjustment Escrow Agreement.
Sufficient Funds. Such Purchaser will have available to it at the Closing sufficient funds to enable such Purchaser to pay in full at the Closing the entire amount of such Purchaser’s Funding Obligation in immediately available cash funds.
Sufficient Funds. Purchaser shall have on the Closing Date sufficient funds on hand to pay in full the Purchase Price.
Sufficient Funds. Buyer has, and will have at the Effective Time, sufficient funds to consummate the transactions contemplated by this Agreement, subject to the terms and conditions of this Agreement.
Sufficient Funds. Borrower holds sufficient funds and/or binding commitments for sufficient funds to complete the acquisition of the Property and the construction of the Development in accordance with the terms of this Agreement.
Sufficient Funds. The Purchaser will have at the Closing funds sufficient to perform its obligations under this Agreement and to consummate the Contemplated Transactions.