Common use of Availability of Funds; Solvency Clause in Contracts

Availability of Funds; Solvency. Buyer will have at the Closing sufficient cash in immediately available funds to pay the Purchase Price and any other costs, fees and expenses required to be paid by it under this Agreement and the other Transaction Documents. As of the Closing and immediately after consummating the transactions contemplated by this Agreement and the other transactions contemplated by the Transaction Documents, Buyer will not, assuming the accuracy of Sellers’ representations and warranties under this Agreement, (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair value of its assets will be less than the amount required to pay its probable Liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to repay such debts as they become absolute and matured.

Availability of Funds; Solvency. Buyer has and will have at the Closing sufficient cash in immediately available funds to pay the Purchase Price and any other costs, fees and expenses required to be paid by it under this Agreement and the other Transaction Documents. As of the Closing and immediately after consummating the transactions contemplated by this Agreement and the other transactions contemplated by the Transaction Documents, Buyer will not, assuming the accuracy of Sellers’ representations and warranties under this Agreement, not (ia) be insolvent (either because its Buyer’s financial condition is such that the sum of its Buyer’s debts is greater than the fair value of its Buyer’s assets or because the present fair value of its Buyer’s assets will be less than the amount required to pay its Buyer’s probable Liability on its Buyer’s debts as they become absolute and matured), (iib) have unreasonably small capital with which to engage in its Buyer’s business or (iiic) have incurred or plan to incur debts beyond its Buyer’s ability to repay such debts as they become absolute and matured.

Availability of Funds; Solvency. Buyer (a) Purchaser has or will have at prior to the Closing cash available or access to capital in an amount sufficient cash in immediately available funds to pay enable it to consummate the Purchase Price and any other costs, fees and expenses required to be paid by it under this Agreement Acquisition and the other Transaction Documents. 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 Documents, Buyer will notthis Agreement, assuming the accuracy of Sellers’ the representations and warranties under this Agreementof Seller hereunder, Purchaser will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair salable value of its assets will be less than the amount required to pay its probable Liability liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business business, including the Business, or (iii) have incurred or plan to incur debts beyond its ability to repay such debts as they become absolute and matured.

Availability of Funds; Solvency. Buyer has and will have at the Closing sufficient cash in immediately available funds to pay the Purchase Price and any other costs, fees and expenses required to be paid by it under this Agreement and the other Transaction Documents. As of the Closing and immediately after consummating the transactions contemplated by this Agreement and the other transactions contemplated by the Transaction Documents, Buyer will not, assuming the accuracy of Sellers’ representations and warranties under this Agreement, (ia) be insolvent (either because its Buyer’s financial condition is such that the sum of its Buyer’s debts is greater than the fair value of its Buyer’s assets or because the present fair value of its Buyer’s assets will be less than the amount required to pay its Buyer’s probable Liability on its Buyer’s debts as they become absolute and matured), (iib) have unreasonably small capital with which to engage in its Buyer’s business or (iiic) have incurred or plan to incur debts beyond its Buyer’s ability to repay such debts as they become absolute and matured.