This clause is a representation made by the buyer as to its financial ability to pay the amounts required for the closing of the transaction and related closing deliverables. This clause contains practical guidance, drafting notes, and alternate clauses. Many acquisitions are funded, at least in part, through debt financing from a lender or group of lenders. When a buyer contemplates using third-party financing to pay all or any part of the purchase price for an acquisition, the seller should obtain a representation from the buyer relating to the buyer's financial ability to consummate the acquisition. In connection with making the representation, a buyer typically provides the seller with copies of documentation relating to the financing. The documentation allows the seller to understand the terms of the financing, including any conditions thereto. In an acquisition where the parent or other affiliate of the buyer entity (such as a fund sponsor) is involved in obtaining financing, the ...