Available Funds; Solvency Clause Samples

Available Funds; Solvency. As of the date hereof, Parent has available unrestricted cash and/or available borrowing under its existing revolving credit facility and at the Effective Time, Parent and Merger Sub will have available, all of the funds necessary in U.S. dollars to consummate the Merger, to pay all fees and expenses in connection therewith, to make payments pursuant to Section 2.10 and to perform their respective obligations under this Agreement. Parent and ▇▇▇▇▇▇ Sub expressly acknowledge and agree that their obligations under this Agreement, including their obligations to consummate the Merger, and any other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing. Neither Parent nor Merger Sub is entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any of the Subsidiaries of the Company. Each of Parent and Merger Sub are solvent as of the date hereof, and assuming the Company’s representations and warranties in this Agreement are true and correct, each of Parent and the Surviving Corporation and its Subsidiaries (on a consolidated basis) will, after giving effect to the Merger and the other transactions contemplated hereby, and payment of all fees and expenses, be solvent immediately following the Closing.

Available Funds; Solvency. The Buyer has, and as of the Closing will have, immediately available funds in an amount sufficient to (a) pay in cash all amounts payable pursuant to Section 2 and all fees and expenses of the Buyer incurred in connection with the Contemplated Transactions and (b) provide adequate working capital to operate the Company following the Closing in an amount reasonably determined by Buyer. The Buyer acknowledges and agrees that its obligations under this Agreement, including its obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind. The Buyer is, and immediately after giving effect to the Contemplated Transactions will continue to be, Solvent.

Available Funds; Solvency. As of the Closing, the Buyer will have immediately available funds in an aggregate amount sufficient (a) to pay in cash all amounts payable pursuant to Section 2 and all fees and expenses of the Buyer incurred in connection with the Contemplated Transactions and (b) based on the accuracy (without regard to any materiality or Material Adverse Effect qualifiers thereto) of all of the representations and warranties of the Company and the Sellers in Articles 3 and 4, to provide adequate working capital to operate the Acquired Companies immediately following the Closing. Each of the Buyer and Parent acknowledges and agrees that its obligations under this Agreement, including its obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind. The Buyer is and, to the Buyer’s knowledge, after giving effect to the Contemplated Transactions and based on the accuracy (without regard to any materiality or Material Adverse Effect qualifiers thereto) of all of the representations and warranties of the Company and the Sellers in Articles 3 and 4, immediately following the Closing the Company will be, Solvent.

Available Funds; Solvency. (a) As of the Closing, Parent and Merger Sub will have all funds necessary for the payment of the aggregate Offer Prices and Merger Consideration, as the case may be, and sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations in connection with this Agreement. (b) Assuming the Company is solvent prior to the Effective Time, immediately after giving effect to the Transactions (including payment of all related fees and expenses and other obligations), as of the Effective Time, Parent and its Subsidiaries will have adequate capital to carry on their businesses and all businesses in which they are about to engage.

Available Funds; Solvency. (a) Buyer or Guarantor has, or at each applicable Closing will have, cash, available credit facilities or other sources of available funds in an aggregate amount sufficient to consummate the transactions contemplated hereby at the applicable Closing. (b) ▇▇▇▇▇ and Guarantor are solvent on the date hereof, will not be rendered insolvent by the performance of their obligations hereunder, including consummating the transaction contemplated hereunder, will not be undercapitalized upon consummation of the transactions contemplated by this Agreement, and will not, as a result of the transactions contemplated by this Agreement, incur debts beyond their ability to pay as such debts mature.

Available Funds; Solvency. (a) Parent and Merger Sub will have at the Offer Expiration Time and prior to the Effective Time all funds necessary for the payment of the aggregate Offer Price and Merger Consideration, as the case may be, and sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations in connection with this Agreement. (b) Assuming (i) the Company is solvent prior to the Effective Time and (ii) the accuracy of the representations and warranties of the Company set forth in ARTICLE 4 hereof, immediately after giving effect to the Transactions (including payment of all related fees and expenses and other obligations), as of the Effective Time: (i) the fair saleable value (determined on a going-concern basis) of the assets of Parent and its Subsidiaries, taken as a whole, will be greater than the total amount of their liabilities, taken as a whole (including all Liabilities); (ii) Parent and its Subsidiaries will be able to pay their debts and obligations in the ordinary course of business as they become due; and (iii) Parent and its Subsidiaries will have adequate capital to carry on their businesses and all businesses in which they are about to engage.

Available Funds; Solvency. (a) Each of the Buyers has, and at the Closing will have, available cash resources in amounts sufficient to (i) pay the Purchase Price payable under Article II and to satisfy all other payments required by this Agreement (whether payable before, at or after the Closing), (ii) pay any related fees, costs and expenses incurred by the Buyers or their Affiliates in connection with the Transactions and (iii) otherwise consummate the Transactions.

Available Funds; Solvency. As of the Closing, Buyer will have immediately available funds in an amount sufficient to pay in cash all amounts payable pursuant to Article 2 (assuming the satisfaction or waiver of the closing conditions in Article 6), and all fees and expenses of Buyer incurred in connection with the Contemplated Transactions. Buyer is (and assuming (i) the accuracy of the representations and warranties regarding the Group Companies set forth in Article 3 and regarding Seller in Article 4 and (ii) that any estimates, projections or forecasts of the Group Companies provided by or on behalf of the Company to Buyer have been prepared in good faith upon assumptions that were reasonable at the time made), and after giving effect to the Contemplated Transactions will continue to be, Solvent.

Available Funds; Solvency. (a) Parent and Merger Sub have sufficient cash on hand or undrawn amounts available under existing lines of credit or other sources of financing necessary for the payment of the aggregate Offer Price and Merger Consideration, as the case may be, and sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations in connection with this Agreement. (b) Immediately prior to and after giving effect to the consummation of each of the Offer and the Merger: (i) the fair saleable value (determined on a going-concern basis) of the assets of Parent and its Subsidiaries, taken as a whole, will be greater than the total amount of their liabilities, taken as a whole (including all Liabilities); (ii) Parent and its Subsidiaries will be able to pay their debts and obligations in the ordinary course of business as they become due; and (iii) Parent and its Subsidiaries will have adequate capital to carry on their businesses and all businesses in which they are about to engage.