Common use of Bankruptcy; Solvency Clause in Contracts

Bankruptcy; Solvency. There are no bankruptcy, reorganizations or arrangement proceedings pending, being contemplated by or, to the Company’s Knowledge, threatened against the Company or 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 Subsidiary 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 otherwise, including “off-balance sheet” liabilities, including contingent liabilities of the Company or such Subsidiary that would constitute liabilities under GAAP, (b) the present fair saleable value of the assets of the Company or any Subsidiary thereof is not less than the amount that will be required to pay its debts as they become absolute and matured, taking into account the possibility of refinancing such 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 Subsidiary’s ability to pay such debts as they mature, taking into account the possibility of refinancing such obligations and selling assets, and (d) neither the Company nor any Subsidiary thereof is engaged in business or a transaction, or intends to engage in business or a transaction, for which the Company’s or such Subsidiary’s property remaining after the conduct of such business or the consummation of such transaction would constitute unreasonably small capital.

Bankruptcy; Solvency. There are no No voluntary or involuntary petition in bankruptcy, reorganizations receivership, insolvency or arrangement proceedings pendingreorganization with respect to Seller, being contemplated or petition to appoint a receiver or trustee of Seller’s property, has been filed by oror against 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. 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 the Company’s Knowledgepay its debts, threatened nor will Seller permit any judgment, execution, attachment, or levy against the Company it or its properties to remain outstanding or unsatisfied for more than ten (10) days. Seller is not “insolvent” and Seller will not be rendered insolvent by any Subsidiary thereof. Each of the Company and any Subsidiary thereof isContemplated Transactions. As used in this section, and immediately after giving effect to “insolvent” means that the transactions contemplated by this Agreement will be, Solvent. For purposes of this Section 4.25, the term “Solvent” means, as sum of the date the determination is being made, that on such date (a) the fair value debts and probable Liabilities of the property of the Company or any Subsidiary 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 otherwise, including “off-balance sheet” liabilities, including contingent liabilities of the Company or such Subsidiary that would constitute liabilities under GAAP, (b) Seller exceeds the present fair saleable value of Seller’s assets. Immediately after giving effect to the assets consummation of the Company or any Subsidiary thereof is not less than the amount that Contemplated Transactions: (i) Seller will be required able to pay its debts Liabilities as they become absolute due in the usual course of its business; (ii) Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) Seller will have assets (calculated at fair market value) that exceeds its Liabilities; and matured(iv) taking into account all pending and threatened Proceedings, final judgments against Seller in Proceedings for money damages are not reasonably to be rendered at a time when, or in amounts such that, Seller will be unable to satisfy such judgments promptly in accordance with their terms (taking into account the possibility maximum probable amount of refinancing such judgments in any such Proceedings and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations and selling assetsof Seller. The cash available to Seller, (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 Subsidiary’s ability to pay such debts as they mature, after taking into account all other anticipated used of the possibility of refinancing cash, will be sufficient to pay all such obligations debts and selling assets, and (d) neither the Company nor any Subsidiary thereof is engaged judgments promptly in business or a transaction, or intends to engage in business or a transaction, for which the Company’s or such Subsidiary’s property remaining after the conduct of such business or the consummation of such transaction would constitute unreasonably small capitalaccordance with their terms.

Bankruptcy; Solvency. There are no No voluntary or involuntary petition in bankruptcy, reorganizations receivership, insolvency or arrangement proceedings pendingreorganization with respect to any Seller, being contemplated or petition to appoint a receiver or trustee of any Seller’s property, has been filed by oror 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 the Company’s Knowledgepay its debts, threatened nor will any Seller permit any judgment, execution, attachment, or levy against the Company 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 Subsidiary thereof. Each of the Company and any Subsidiary thereof isContemplated Transactions. As used in this section, and immediately after giving effect to “insolvent” means that the transactions contemplated by this Agreement will be, Solvent. For purposes of this Section 4.25, the term “Solvent” means, as sum of the date the determination is being made, that on such date (a) the fair value of the property of the Company or any Subsidiary thereof is greater than the total amount debts and probable Liabilities 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 otherwise, including “off-balance sheet” liabilities, including contingent liabilities of the Company or such Subsidiary that would constitute liabilities under GAAP, (b) Seller exceeds the present fair saleable value of such Seller’s assets. Immediately after giving effect to the assets consummation of the Company or any Subsidiary thereof is not less than the amount that Contemplated Transactions: (i) each Seller will be required able to pay its debts Liabilities as they become absolute 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 matured(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 possibility maximum probable amount of refinancing such judgments in any such Proceedings and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations and selling assetsof such Seller. The cash available to each Seller, (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 Subsidiary’s ability to pay such debts as they mature, after taking into account all other anticipated used of the possibility of refinancing cash, will be sufficient to pay all such obligations debts and selling assets, and (d) neither the Company nor any Subsidiary thereof is engaged judgments promptly in business or a transaction, or intends to engage in business or a transaction, for which the Company’s or such Subsidiary’s property remaining after the conduct of such business or the consummation of such transaction would constitute unreasonably small capitalaccordance with their terms.

Bankruptcy; Solvency. There are no No voluntary or involuntary petition in bankruptcy, reorganizations receivership, insolvency or arrangement proceedings pendingreorganization with respect to any Seller, being contemplated or petition to appoint a receiver or trustee of any Seller’s property, has been filed by oror 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 the Company’s Knowledgepay its debts, threatened nor will any Seller permit any judgment, execution, attachment, or levy against the Company 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 Subsidiary thereof. Each of the Company and any Subsidiary thereof isContemplated Transactions. As used in this section, and immediately after giving effect to “insolvent” means that the transactions contemplated by this Agreement will be, Solvent. For purposes of this Section 4.25, the term “Solvent” means, as sum of the date the determination is being made, that on such date (a) the fair value of the property of the Company or any Subsidiary thereof is greater than the total amount debts and probable Liabilities 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 otherwise, including “off-balance sheet” liabilities, including contingent liabilities of the Company or such Subsidiary that would constitute liabilities under GAAP, (b) Seller exceeds the present fair saleable value of such Seller’s assets. Immediately after giving effect to the assets consummation of the Company or any Subsidiary thereof is not less than the amount that Contemplated Transactions: (i) each Seller will be required able to pay its debts Liabilities as they become absolute 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 matured(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 possibility maximum probable amount of refinancing such judgments in any such Proceedings and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations and selling assetsof such Seller. The cash available to each Seller, (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 Subsidiary’s ability to pay such debts as they mature, after taking into account all other anticipated used of the possibility of refinancing cash, will be sufficient to pay all such obligations debts and selling assets, and (d) neither the Company nor any Subsidiary thereof is engaged judgments promptly in business or a transaction, or intends to engage in business or a transaction, for which the Company’s or such Subsidiary’s property remaining after the conduct of such business or the consummation of such transaction would constitute unreasonably small capital.accordance with their terms. Section 3.10