Common use of Bankruptcy; Solvency Clause in Contracts

Bankruptcy; Solvency. No voluntary or involuntary petition in bankruptcy, receivership, insolvency or reorganization with respect to any Seller, or petition to appoint a receiver or trustee of any Seller’s property, has been filed by or against any Seller. No Seller has made any assignment for the benefit of creditors or admitted in writing insolvency, or that its property at fair valuation will not be sufficient to pay its debts, nor will any Seller permit any judgment, execution, attachment, or levy against it or its properties to remain outstanding or unsatisfied for more than ten (10) days. No Seller is “insolvent” and no Seller will be rendered insolvent by any of the Contemplated Transactions. As used in this section, “insolvent” means that the sum of the debts and probable Liabilities of any Seller exceeds the present fair saleable value of such Seller’s assets. Immediately after giving effect to the consummation of the Contemplated Transactions: (i) each Seller will be able to pay its Liabilities as they become due in the usual course of its business; (ii) no Seller will have unreasonably small capital with which to conduct its present or proposed business; (iii) each Seller will have assets (calculated at fair market value) that exceeds its Liabilities; and (iv) taking into account all pending and threatened Proceedings, final judgments against each Seller in Proceedings for money damages are not reasonably to be rendered at a time when, or in amounts such that, such Seller will be unable to satisfy such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such Proceedings and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Seller. The cash available to each Seller, after taking into account all other anticipated used of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

Bankruptcy; Solvency. No (a) Seller has not filed any voluntary or involuntary petition in bankruptcybankruptcy or been adjudicated as bankrupt or insolvent, receivershipfiled any petition or answer seeking any reorganization, insolvency liquidation, dissolution or reorganization with respect to similar relief under any Sellerfederal bankruptcy act, or petition to appoint a receiver or trustee of any Seller’s property, has been filed by or against any Seller. No Seller has made any assignment for the benefit of creditors or admitted in writing insolvency, or that other debtor relief law, nor sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator of all or any substantial part of its property at fair valuation properties (including the Assets and the Other Assets). Seller has not been subject to any involuntary bankruptcy action or other petition by a third party seeking reorganization, liquidation, dissolution or similar relief under any federal or state bankruptcy act, insolvency, or other debtor relief law. (b) Seller is not now insolvent and will not be sufficient to pay its debts, nor will any Seller permit any judgment, execution, attachment, or levy against it or its properties to remain outstanding or unsatisfied for more than ten (10) days. No Seller is “insolvent” and no Seller will be rendered insolvent by any of the Contemplated TransactionsAcquisition. As used in this section, “insolvent” means that the sum of the debts and other probable Liabilities of any Seller exceeds the present fair saleable value of such Seller’s assets. Immediately after giving effect to the consummation of the Contemplated TransactionsAcquisition: (i) each Seller will be able to pay its Liabilities as they become due in the usual course of its business; (ii) no Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) each Seller will have assets (calculated at fair market value) that exceeds exceed its Liabilities; and (iv) taking into account all pending and threatened Proceedingslitigation, final judgments against each Seller in Proceedings actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, such Seller will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such Proceedings actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Seller. The cash available to each Seller, after taking into account all other anticipated used uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

Bankruptcy; Solvency. No (A) Seller has not filed any voluntary or involuntary petition in bankruptcy or been adjudicated as bankrupt or insolvent, filed any petition or answer seeking any reorganization, liquidation, dissolution, or similar relief under any federal or state bankruptcy, receivership, insolvency or reorganization with respect to any Seller, or petition to appoint a receiver or trustee of any Seller’s property, has been filed by or against any Seller. No Seller has made any assignment for the benefit of creditors or admitted in writing insolvency, or that other debtor relief law, nor sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator of all or any substantial part of its property at fair valuation properties (including the Assets and the Other Assets). Seller has not been subject to any involuntary bankruptcy action or other petition by a third party seeking reorganization, liquidation, dissolution, or similar relief under any federal or state bankruptcy, insolvency, or other debtor relief law. (B) Seller is not now insolvent and will not be sufficient to pay its debts, nor will any Seller permit any judgment, execution, attachment, or levy against it or its properties to remain outstanding or unsatisfied for more than ten (10) days. No Seller is “insolvent” and no Seller will be rendered insolvent by any the sale of the Contemplated TransactionsInterests under this Agreement. As used in this section, “insolvent” means that the sum of the debts and other probable Liabilities of any Seller exceeds the present fair saleable value of such Seller’s assets. Immediately after giving effect to the consummation of the Contemplated TransactionsClosing: (i) each Seller will be able to pay its Liabilities as they become due in the usual course of its business; (ii) no Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) each Seller will have assets (calculated at fair market value) that exceeds exceed its Liabilities; and (iv) taking into account all pending and to the Knowledge of Seller threatened Proceedingslitigation, final judgments against each Seller in Proceedings actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, such Seller will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such Proceedings actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Seller. The cash available to each Seller, after taking into account all other anticipated used uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

Bankruptcy; Solvency. No voluntary or involuntary petition in bankruptcy, receivership, insolvency or reorganization with respect to any Seller, or petition to appoint a receiver or trustee of any Seller’s property, has been filed by or against any Seller, nor will Seller file such a petition before the Effective Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will be promptly discharged. No Seller has not made any assignment for the benefit of creditors or admitted in writing insolvency, or that its property at fair valuation will not be sufficient to pay its debts, nor will any Seller permit any judgment, execution, attachment, or levy against it or its properties to remain outstanding or unsatisfied for more than ten (10) days. No Seller is not “insolvent” and no Seller will not be rendered insolvent by any of the Contemplated Transactions. As used in this section, “insolvent” means that the sum of the debts and probable Liabilities of any Seller exceeds the present fair saleable value of such Seller’s assets. Immediately after giving effect to the consummation of the Contemplated Transactions: (i) each Seller will be able to pay its Liabilities as they become due in the usual course of its business; (ii) no Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) each Seller will have assets (calculated at fair market value) that exceeds its Liabilities; and (iv) taking into account all pending and threatened Proceedings, final judgments against each Seller in Proceedings for money damages are not reasonably to be rendered at a time when, or in amounts such that, such Seller will be unable to satisfy such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such Proceedings and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Seller. The cash available to each Seller, after taking into account all other anticipated used of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

Bankruptcy; Solvency. No voluntary or involuntary petition in There are no bankruptcy, receivershipreorganizations or arrangement proceedings pending, insolvency being contemplated by or, to the Company’s Knowledge, threatened against the Company or reorganization with respect any Subsidiary thereof. Each of the Company and any Subsidiary thereof is, and immediately after giving effect to the transactions contemplated by this Agreement will be, Solvent. For purposes of this Section 4.25, the term “Solvent” means, as of the date the determination is being made, that on such date (a) the fair value of the property of the Company or any SellerSubsidiary thereof is greater than the total amount of any direct or indirect liability, indebtedness, obligations, commitment, expense, claim, deficiency, guaranty or endorsement of or by the Company or such Subsidiary of any nature or type, known or unknown, and whether accrued, unaccrued, fixed, absolute, contingent, matured, unmatured, due or to become due, vested or unvested, disputed or undisputed, liquidated or unliquidated, joint or several, or petition to appoint a receiver or trustee of any Seller’s propertyotherwise, has been filed by or against any Seller. No Seller has made any assignment for the benefit of creditors or admitted in writing insolvencyincluding “off-balance sheet” liabilities, or that its property at fair valuation will not be sufficient to pay its debts, nor will any Seller permit any judgment, execution, attachment, or levy against it or its properties to remain outstanding or unsatisfied for more than ten (10) days. No Seller is “insolvent” and no Seller will be rendered insolvent by any including contingent liabilities of the Contemplated Transactions. As used in this sectionCompany or such Subsidiary that would constitute liabilities under GAAP, “insolvent” means that the sum of the debts and probable Liabilities of any Seller exceeds (b) the present fair saleable value of such Seller’s assets. Immediately after giving effect to the consummation assets of the Contemplated Transactions: (i) each Seller Company or any Subsidiary thereof is not less than the amount that will be able required to pay its Liabilities debts as they become due in the usual course of its business; (ii) no Seller will have unreasonably small capital with which to conduct its present or proposed business; (iii) each Seller will have assets (calculated at fair market value) that exceeds its Liabilities; absolute and (iv) taking into account all pending and threatened Proceedingsmatured, final judgments against each Seller in Proceedings for money damages are not reasonably to be rendered at a time when, or in amounts such that, such Seller will be unable to satisfy such judgments promptly in accordance with their terms (taking into account the maximum probable amount possibility of refinancing such judgments in obligations and selling assets, (c) neither the Company nor any Subsidiary thereof intends to, or believes that it will, incur debts or liabilities beyond the Company’s or such Proceedings and the earliest reasonable time at which Subsidiary’s ability to pay such judgments might be rendered) debts as well as all other obligations of such Seller. The cash available to each Sellerthey mature, after taking into account all other anticipated used the possibility of refinancing such obligations and selling assets, and (d) neither the cashCompany nor any Subsidiary thereof is engaged in business or a transaction, will be sufficient or intends to pay all engage in business or a transaction, for which the Company’s or such debts and judgments promptly in accordance with their termsSubsidiary’s property remaining after the conduct of such business or the consummation of such transaction would constitute unreasonably small capital.