Financing Source of Funds. Buyer has (and Xxxxx will have as of each Closing Date) immediately available to it sufficient unrestricted funds and credit capacity to consummate the Transactions and to satisfy all of Buyer’s obligations under this Agreement as of each Closing Date, including the payment of the Shares Purchase Price at each Closing, and all related fees and expenses. No funds to be paid to IPALCO by Buyer will have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity under the anti-money laundering laws of the United States.
Financing Source of Funds. Investor will when and as required by the terms of this Agreement have immediately available to it sufficient unrestricted funds and credit capacity to consummate the Transactions and to satisfy all of Investor’s obligations under this Agreement (including as of each Closing Date), including the payment of the applicable portion of the Adjusted Purchase Price at each Closing, and all related fees and expenses. No funds to be paid to DEI Holdco by Investor will have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity under AML Laws.
Financing Source of Funds. The Parent intends to fund the payment of the Purchase Price using (a) borrowings under the Parent Credit Facility, (b) the proceeds of a public offering of the common stock, par value $.01 per share, of the Parent to be carried out promptly after the date of this Agreement (the “Parent Equity Offering”) or (c) to the extent necessary, the proceeds of other public or private offerings of securities of the Parent to be carried out prior to the Closing (“Other Parent Offerings”), or a combination of the sources described in clauses (a), (b) and (c) above. The Parent Credit Facility has been duly and validly amended by First Amendment, dated as of September 26, 2012 (the “Parent Credit Facility Amendment”), among the Parent, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Parent Credit Facility Amendment has been duly and validly executed by the Parent and, to the knowledge of the Parent, JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto. The Parent Credit Facility, as amended by the Parent Credit Facility Amendment, (i) is in full force and effect and (ii) constitutes a valid, legal and binding obligation of each of the Parent and, to the knowledge of the Parent, each of the other parties thereto, enforceable against each of them in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and the availability of equitable remedies). To the knowledge of the Parent, there exists no event or condition that (with or without notice or lapse of time or both) would constitute a breach or violation thereof, or a default thereunder, by the Parent. The total amount of revolving credit commitments provided for under the Parent Credit Facility, as amended by the Parent Credit Facility Amendment, is currently equal to $400,000,000, and the Parent will, in accordance with Section 5.04(a), use its reasonable best efforts so that there will be on the Closing Date revolving credit commitments in the amount of at least $310,000,000 (the “Minimum Available Credit”) available to be drawn under the Parent Credit Facility for the purpose of funding the payment of a portion of the Purchase Price to the Sellers.
Financing Source of Funds. Reference is hereby made to the Total Project Budget attached hereto as Exhibit C-1, and by this reference made a part hereof. However, it is understood and agreed by the parties that the Total Project Budget is for illustrative purposes only, and is intended only to describe and identify the general scope of the Project; the parties hereby agree that this Total Project Budget will necessarily evolve and be modified as the Project progresses and specific tenants come to the Project. Developer shall not be deemed to be in default of this Agreement if the actual costs and investments in particular elements of the Project are less or more than those sums reflected on the attached Total Project Budget. Additionally, a Phase 1 Private Infrastructure description and budget is attached hereto as Exhibit C-2. The costs of the Project (the "Project Costs") will generally be funded by private equity and debt. Developer, using private equity and debt, will pay all of the costs for the design, development and construction of the Project, except for and excluding the Public Infrastructure Improvements, which shall be paid with combination of the Developer's Contribution (as defined below in Section 5.2), along with UG, State and/or federal funding.
Financing Source of Funds
