Financial Capacity; No Financing Condition Sample Clauses

Financial Capacity; No Financing Condition. Buyer has available to it as of the date hereof (or has commitments therefor) and will at Closing have funds sufficient to consummate the transactions contemplated by this Agreement. Buyer acknowledges that its obligations to effect the transactions contemplated hereby are not subject to the availability to Buyer or any other Person of financing.
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Financial Capacity; No Financing Condition. BreitBurn will have available to it as of the Closing Date funds sufficient to consummate the transactions contemplated by this Agreement. BreitBurn understands that its obligations to effect the transactions contemplated hereby are not subject to the availability of financing to BreitBurn or any other Person.
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Financial Capacity; No Financing Condition. Each Buyer has cash proceeds sufficient to pay, without limitation, such Buyer’s Pro Rata Share of the Purchase Price and the fees and expenses of such Buyer related to the Closing and to consummate the transactions contemplated by this Agreement.
Sample 1
Financial Capacity; No Financing Condition. As of the date hereof, Buyer has access to funds sufficient to consummate the transactions contemplated by this Agreement and the Transition Services Agreement. Buyer understands that its obligations to effect the transactions contemplated hereby and thereby are not subject to the availability to Buyer or any other Person of financing.
Sample 1
Financial Capacity; No Financing Condition. The Buyer currently has, and will at the Closing have, the financial capability and all of the funds (or, solely for the purpose of such representation as of the date of this Agreement, commitments for all of the funds) required in order to pay the purchase price for the LLC Interests as contemplated by Section 2.1, to pay the Indebtedness Payoff Amount as contemplated by Section 2.2(a)(iii), to provide the Company with sufficient working capital and to pay any other amounts payable by the Buyer under this Agreement and to effect the transactions contemplated by this Agreement. The Buyer acknowledges that its obligations to effect the transactions contemplated by this Agreement are not subject to the availability to the Buyer or any other Person of financing.
Sample 1
Financial Capacity; No Financing Condition. Cheniere has available to it as of the date hereof (or has commitments therefor) and will at Closing have funds sufficient to consummate the transactions contemplated by this Agreement. Cheniere understands that its obligations to effect the transactions contemplated thereby are not subject to the availability to Cheniere or any other Person of financing.
Sample 1
Financial Capacity; No Financing Condition. Buyer has available to it as of the date hereof funds sufficient to consummate the Transactions. Buyer understands that its obligations to effect the Transactions are not subject to the availability to Buyer of financing.
Sample 1
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Financial Capacity; No Financing Condition. Parent has available to it funds sufficient to consummate the Merger and the other transactions contemplated by this Agreement. Parent understands that its obligations to effect the transactions contemplated by this Agreement are not subject to the availability to Parent of financing and agrees that obtaining financing is not a condition to Closing under this Agreement.
Sample 1
Financial Capacity; No Financing Condition. Parent and Buyer have available to them committed bank financing and other funds sufficient to consummate the Transactions (including the payment of all related fees and expenses incurred by them). Parent and Buyer understand that their obligations to effect the Transactions are not subject to the availability to Parent and Buyer of financing. Parent has provided Seller with a true and complete copy of a senior credit agreement and mezzanine facility agreement with The Royal Bank of Scotland plc (the “Financing Commitments”). None of the Financing Commitments has been amended or modified in any material respect (individually or in the aggregate), and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Financing Commitments are in full force and effect. There is no condition precedent or other contingency related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. The parties to the Financing Commitments are in the “Availability Period” with respect to each “Acquisition Facility” as contemplated therein, which period expires the earlier of the Closing Date and December 31, 2004. As of the date hereof, neither Parent nor Buyer has any reason to believe that any of the conditions to the financing contemplated by the Financing Commitments within the control of Parent and Buyer will not be satisfied or that the Financing will not be made available to Buyer on the Closing Date. Parent (or one or more of its officers on behalf of Parent) has received valid and enforceable (under U.K. law or any other applicable Law) irrevocable voting undertakings (the “Voting Undertakings”) from holders of Parent shares that represent Parent’s power to vote more than 75% of the outstanding votes of Parent’s capital stock in favor of the matters described on Schedule 4.2, and such Voting Undertakings represent a number of shares necessary to approve the matters described in on Schedule 4.2.
Sample 1

Related to Financial Capacity; No Financing Condition

  • Financial Capacity Investor currently has the financial capacity to meet its obligations to the Company hereunder, and the Investor has no present knowledge of any circumstances which could cause it to become unable to meet such obligations in the future.

  • Financial Capability At Closing, the Investor will have available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement and has the ability to bear the economic risks of its prospective investment in the Purchased Shares and can afford the complete loss of such investment.

  • Experience, Financial Capability and Suitability Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

  • Representative Capacity; Nonrecourse Obligations A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND IS ON FILE WITH THE SECRETARY OF THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.

  • Stockholder Capacity No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

  • Action in Shareholder Capacity Only The parties acknowledge that this Agreement is entered into by Shareholder solely in such Shareholder’s capacity as the Beneficial Owner of such Shareholder’s Owned Securities and nothing in this Agreement restricts or limits any action taken by such Shareholder in its capacity as a director or officer of the Company or any of its Affiliates and the taking of any actions (or failure to act) in its capacity as an officer or director of the Company, or any of its Affiliates, will not be deemed to constitute a breach of this Agreement, regardless of the circumstances thereto.

  • Shareholder Capacity By executing and delivering this -------------------- Agreement, Shareholder makes no agreement or understanding herein in his capacity as a director or officer of the Company or any subsidiary of the Company. Shareholder signs solely in his capacity as the beneficial owner of Shareholder's Shares and nothing herein shall limit or affect any actions taken by Shareholder in his capacity as an officer or director of the Company or any subsidiary of the Company.

  • Legal Capacity All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

  • Agent in Individual Capacity Xxxxx Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Loan Party and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though Xxxxx Fargo were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, Xxxxx Fargo or its Affiliates may receive information regarding a Loan Party or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of such Loan Party or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include Xxxxx Fargo in its individual capacity.

  • Representative Capacity and Binding Obligation A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENTS OF EACH FUND IS ON FILE WITH THE SECRETARY OF THE STATE OF EACH FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE SHAREHOLDERS, TRUSTEES, DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES OR AGENTS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF THE FUNDS, AND IN THE CASE OF SERIES COMPANIES, SUCH FUNDS' RESPECTIVE PORTFOLIOS OR SERIES. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, DIRECTOR, PARTNER, OFFICER, EMPLOYEE OR AGENT OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF THE FUNDS ARISING OUT OF THIS AGREEMENT. WITH RESPECT TO OBLIGATIONS OF EACH FUND ARISING OUT OF THIS AGREEMENT, THE CUSTODIAN SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY CLAIM SOLELY TO THE ASSETS AND PROPERTY OF THE FUND TO WHICH SUCH OBLIGATION RELATES AS THOUGH EACH FUND HAD SEPARATELY CONTRACTED WITH THE CUSTODIAN BY SEPARATE WRITTEN INSTRUMENT."

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