Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to any Related Transactions, as applicable, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries will exceed its debts, (y) no such Credit Party or its Subsidiaries will have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will have sufficient capital with which to conduct its business. For purposes of this Section 7.9, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to any the Related Transactions, as applicable, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries will exceed its debts, (y) no such Credit Party or its Subsidiaries will have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will have sufficient capital with which to conduct its business. For purposes of this Section 7.9, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to any Related Transactions, as applicablethe transactions contemplated hereby, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries on a consolidated basis will exceed its debts, (y) no such Credit Party or the Borrower and its Subsidiaries on a consolidated basis will not have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as on a whole consolidated basis will have sufficient capital with which to conduct its business. For purposes of this Section 7.96.5, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, Effective Date on a pro forma basis after giving effect to any Related Transactionsthe Plan of Reorganization and all Indebtedness incurred, as applicableand to be incurred, and Liens created and to be created, by each Credit Party in connection therewith, with respect to the Borrower (x) the sum of the its assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries will exceed its debts, (y) no such Credit Party or its Subsidiaries it will not have incurred or nor intended to, or believes that it willwill not, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole it will have sufficient capital with which to conduct its business. For purposes of this Section 7.96.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing DateAfter giving effect to each Borrowing hereunder, on a pro forma basis after giving effect to any Related Transactionsthe Transactions and to all Indebtedness incurred, as applicableand to be incurred (including the Loans), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) (x) the sum of the assets, at a fair market valuationvaluation (assuming such assets constitute a going concern), of each Credit Party of Holdings and its respective Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) will exceed its debts, (y) no such Credit Party or its Subsidiaries will have it has not incurred or nor intended to, or nor believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole it will have sufficient capital with which to conduct its business. For purposes of this Section 7.96.10, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.unsecured or

Financial Condition; Financial Statements. (a) On and as of the Closing Restatement Effective Date, on a pro forma PRO FORMA basis after giving effect to any Related Transactionsthe Transaction and all other transactions contemplated by the Documents and to all Indebtedness incurred, as applicableand to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of Parent, Holdings, the US Borrower and the French Borrower, (x) the sum of the assetsassets (including capital stock and promissory notes), at a fair market valuation, of each Credit Party of Parent, Holdings, the US Borrower and its respective Subsidiaries the French Borrower will exceed its debts, (y) no such Credit Party or its Subsidiaries will have it has not incurred or nor intended to, or nor believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole it will have sufficient capital with which to conduct its business. For purposes of this Section 7.97.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Datedate of the making of each Loan and each Competitive Bid Loan, on a pro forma basis after giving effect to any Related Transactionsall Indebtedness incurred on such date, as applicableand to be incurred, and Liens created and to be created, in connection with this Agreement, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries the Borrower will exceed its debts, (y) no such Credit Party or its Subsidiaries the Borrower will not have incurred or nor intended to, or believes believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole the Borrower will have sufficient capital with which to conduct its business. For purposes of this Section 7.95.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidatedunli- quidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Second Restatement Effective Date, on a pro forma basis after giving effect to any Related Transactions, as applicable, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries taken as a whole will exceed its debts, (y) no such Credit Party or and its Subsidiaries taken as a whole will have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will have sufficient capital with which to conduct its business. For purposes of this Section 7.96.10, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, Effective Date on a pro forma basis after giving effect to any Related Transactionsthe Acquisition and to all Indebtedness incurred and to be incurred, as applicableand Liens created, and to be created, by the Borrower and its Subsidiaries in connection therewith, (xi) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries the Borrower will exceed its debts, (yii) no such Credit Party or its Subsidiaries the Borrower will not have incurred or intended to, or believes believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (ziii) each such Credit Party and its Subsidiaries taken as a whole the Borrower will have sufficient capital with which to conduct its business. For purposes of this Section 7.95.08, “"debt” " means any liability on a claim, and “"claim” " means (ix) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; , or (iiy) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to any Related Transactionsthe Transaction and all other transactions contemplated by the Transaction Documents and to all Indebtedness incurred, as applicableand to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, (x) the sum of the assetsassets (including capital stock and promissory notes), at a fair market valuation, of each Credit Party of the Borrower (on a stand-alone basis) and the Borrower and its respective Subsidiaries (taken as a whole) will exceed its debts, (y) no such Credit Party or its Subsidiaries will have it has not incurred or nor intended to, or nor believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole it will have sufficient capital with which to conduct its business. For purposes of this Section 7.97.10(a), “"debt” " means any liability on a claim, and “"claim” " means (i) right to payment payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to any Related Transactions, as applicablethe transactions contemplated by this Agreement and the other Credit Documents, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries will exceed its debts, (y) no such Credit Party or its Subsidiaries will have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will have sufficient capital with which to conduct its business. For purposes of this Section 7.9, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to the transactions contemplated by this Agreement, including the funding of any Related Transactions, as applicableBorrowing to be made on the Closing Date, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries will exceed its debts, (y) no such Credit Party or its Subsidiaries will have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will have sufficient capital with which to conduct its business. For purposes of this Section 7.9, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Restatement Date, on a pro forma basis after giving effect to any Related Transactions, as applicablethe transactions contemplated hereby, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries on a consolidated basis will exceed its debts, (y) no such Credit Party or the Borrower and its Subsidiaries on a consolidated basis will not have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as on a whole consolidated basis will have sufficient capital with which to conduct its business. For purposes of this Section 7.9‎6.5, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, Date on a pro forma basis after giving effect to any Related Transactionsthe Transaction and to all Indebtedness incurred and to be incurred, as applicableand Liens created, and to be created, by the Borrower in connection therewith, (xi) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries the Borrower will exceed its debts, (yii) no such Credit Party or its Subsidiaries the Borrower will not have incurred or intended to, or believes believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (ziii) each such Credit Party and its Subsidiaries taken as a whole the Borrower will have sufficient capital with which to conduct its business. For purposes of this Section 7.9section 6.8, “"debt” " means any liability on a claim, and “"claim” " means (ix) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (iiy) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.