Common use of Acknowledgement Regarding Insolvency Clause in Contracts

Acknowledgement Regarding Insolvency. Notwithstanding anything in this Agreement to the contrary, each Buyer understands and acknowledges that the Company and its Subsidiaries, individually and on a consolidated basis, as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing or at any Subsequent Closing or Election Closing, may be, or may become, Insolvent (as defined below). For purposes of this Section 2(p), “Insolvent” means, with respect to any Person (as defined in Section 3(r)), (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as defined in Section 3(q)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Acknowledgement Regarding Insolvency. Notwithstanding anything in this Agreement to the contrary, each such Buyer understands and acknowledges that the Company and its Subsidiaries, individually and on a consolidated basis, as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing or at any Subsequent Closing or Election Closing, may be, or may become, Insolvent (as defined below). For purposes of this Section 2(p), “Insolvent” means, with respect to any Person (as defined in Section 3(r)), (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as defined in Section 3(q)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Acknowledgement Regarding Insolvency. Notwithstanding anything in this Agreement to the contrary, each Buyer understands and acknowledges that the Company and its Subsidiaries, individually and on a consolidated basis, as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing or at any Subsequent Closing or Election Closing, may be, or may become, Insolvent (as defined below). For purposes of this Section 2(p), “Insolvent” means, with respect to any Person (as defined in Section 3(r)), (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as defined in Section 3(q)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.