Common use of Availability of Funds; Solvency Clause in Contracts

Availability of Funds; Solvency. Buyer has and will have through the Closing unrestricted cash in immediately available funds sufficient to pay all of the Cash Consideration and any other costs, fees and expenses which may be required to be paid by or on behalf of Buyer under this Agreement and the other Transaction Documents. Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that its obligations to consummate the transactions contemplated hereby are not contingent upon its ability to obtain any third party financing. As of the Closing and immediately after consummating the transactions contemplated by this Agreement and the other transactions contemplated by the Transaction Documents, Buyer and its subsidiaries (taken as a whole) will not, (a) be insolvent (either because their financial condition is such that the sum of their debts is greater than the fair value of their assets or because the present fair value of their assets will be less than the amount required to pay their Liability (calculated as the amount that would reasonably be expected to become an actual and matured Liability) on their debts as they become absolute and matured); (b) have unreasonably small capital with which to engage in their respective businesses; or (c) have incurred or plan to incur debts beyond their ability to repay such debts as they become absolute and matured.

Availability of Funds; Solvency. Buyer (a) Purchaser has and or at Closing will have through the Closing unrestricted cash in immediately available funds or has existing borrowing facilities which together are sufficient to pay all of enable it to consummate the Cash Consideration and any other costs, fees and expenses which may be required to be paid by or on behalf of Buyer under this Agreement Acquisition and the other Transaction Documentstransactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that its obligations The financing required to consummate the Acquisition and the other transactions contemplated hereby are by this Agreement is referred to in this Section 4.05 collectively as the “Financing”. Purchaser does not contingent upon its ability have any reason to obtain believe that any third party financing. of the conditions to the Financing will not be satisfied or that the Financing will not be available to Purchaser on a timely basis to consummate the Acquisition and the other transactions contemplated by this Agreement. (b) As of the Closing and immediately after consummating the transactions contemplated by this Agreement Acquisition and the other transactions contemplated by the Transaction Documentsthis Agreement, Buyer and its subsidiaries Purchaser will not (taken as a whole) will not, (ai) be insolvent (either because their its financial condition is such that the sum of their its debts is greater than the fair value of their its assets or because the present fair salable value of their its assets will be less than the amount required to pay their Liability (calculated as the amount that would reasonably be expected to become an actual and matured Liability) its probable liability on their its debts as they become absolute and matured); , (bii) have unreasonably small capital with which to engage in their respective businesses; its business, including the Business, or (ciii) have incurred or plan to incur debts beyond their its ability to repay such debts as they become absolute and matured.

Availability of Funds; Solvency. Buyer (a) Purchaser has and will have through the Closing unrestricted cash in immediately available funds or has existing borrowing facilities which together are sufficient to pay all enable it to consummate the Acquisition and the other transactions contemplated by this Agreement. Each of the Cash Consideration and any other costs, fees and expenses which may be required to be paid by or on behalf of Buyer under Purchaser’s obligations set forth in this Agreement and the other Transaction Documents. Notwithstanding anything Ancillary Agreements are not contingent or conditioned upon any person’s ability to obtain or have at Closing sufficient funds necessary for the contrary contained herein, Buyer acknowledges and agrees that payment of the entire Purchase Price in cash or for Purchaser to perform its respective obligations with respect to consummate the transactions contemplated hereby are not contingent upon its ability to obtain any third party financing. by this Agreement and the Ancillary Agreements. (b) As of the Closing and immediately after consummating the transactions contemplated by this Agreement Acquisition and the other transactions contemplated by the Transaction Documentsthis Agreement, Buyer and its subsidiaries Purchaser will not (taken as a whole) will not, (ai) be insolvent (either because their its financial condition is such that the sum of their its debts is greater than the fair value of their its assets or because the present fair salable value of their its assets will be less than the amount required to pay their Liability (calculated as the amount that would reasonably be expected to become an actual and matured Liability) its probable liability on their its debts as they become absolute and matured); , (bii) have unreasonably small capital with which to engage in their respective businesses; its business, including the Business, or (ciii) have incurred or plan to incur debts beyond their its ability to repay such debts as they become absolute and matured.

Availability of Funds; Solvency. Buyer has and will shall have through at the Closing unrestricted cash in immediately available sufficient funds sufficient to pay all of the Cash Consideration Purchase Price and any other costs, fees and expenses which may be required to be paid by or on behalf of Buyer under this Agreement and the other Transaction Documents. Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that its obligations to consummate the transactions contemplated hereby are not contingent upon its ability to obtain any third party financing. As of the Closing and immediately after consummating the transactions contemplated by this Agreement and the other transactions contemplated by the Transaction Documents, Buyer and its subsidiaries (taken as a whole) will not, (a) be insolvent (either because their financial condition is such that the sum of their debts is greater than the fair value of their assets or because the present fair value of their assets will be less than the amount required to pay their Liability (calculated as the amount that would reasonably be expected to become an actual and matured Liability) on their debts as they become absolute and matured); (b) have unreasonably small capital with which to engage in their respective businesses; or (c) have incurred or plan to incur debts beyond their ability to repay such debts as they become absolute and matured.