Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 Effective Date, on a pro forma basis after giving effect to the Refinancing, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.09(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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 Restatement Effective Date, on a pro forma PRO FORMA basis after giving effect to the Refinancing, with respect Transaction and to each Borrower (on a stand-alone basis)all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Borrower and its Subsidiaries (on a consolidated basis) Credit Party in connection therewith, (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on taken as a consolidated basis) whole will exceed its or their debts, (y) it has the Borrower and its Subsidiaries taken as a whole will not have incurred or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its or their businessbusinesses. For purposes of this Section 7.09(a6.10(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 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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 Restatement Effective Date, Date on a pro forma basis after giving effect to the RefinancingRefinancing and all Indebtedness incurred, and to be incurred, and Liens created and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower of PXI and its Subsidiaries (on taken as a consolidated basis) whole, and of the Borrower (x) the sum of the its or their assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they will not have not incurred nor intended to, nor or believes or believe that it or they willwill not, incur debts beyond its or their ability to pay such debts as such debts mature during the period prior to the Maturity Date and (z) it or and they will have sufficient capital with which to conduct its or their businessbusinesses. For purposes of this Section 7.09(a6.10(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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 Effective Closing Date, on a pro forma basis after giving effect to all Indebtedness (including the RefinancingLoans) incurred, and to be incurred, and Liens created, and to be created, by Borrower in connection therewith, with respect to each Borrower (on a stand-alone basis), and each the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have sufficient unreasonably small capital with which to conduct its or their businessbusiness in the manner such business is now conducted. For purposes of this Section 7.09(a7.10(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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of each of the Amendment No. 4 Effective Initial Borrowing Date and the Second Borrowing Date, on a pro forma basis after giving effect to the Refinancingportion of the Transaction consummated on or prior to the Initial Borrowing Date or the Second Borrowing Date, as the case may be, and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith on the Initial Borrowing Date or the Second Borrowing Date, as the case may be, with respect to each Borrower (on a stand-alone basis), and each the Borrower 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 valuation, of each of the Borrower and its Subsidiaries and of the Borrower (on a stand-stand alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.09(a)6.10, “"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 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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 Effective Date, on a pro forma basis after giving effect to the Refinancing, with respect to each Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.09(a8.09(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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 ----------------------------------------- Restatement Effective Date, Date on a pro forma basis after giving effect to the Refinancing, with respect to each Borrower (on a stand-alone basis)--- ----- Transaction and all Indebtedness incurred, and to be incurred, and Liens created and to be created, by each Borrower and its Subsidiaries (on a consolidated basis) Credit Party in connection with this Credit Agreement, (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on taken as a consolidated basis) whole will exceed its or their debts, (y) it has or they the Borrower and its Subsidiaries taken as a whole will not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will the Borrower and its Subsidiaries taken as a whole do not have sufficient unreasonably small capital with which to conduct its or their businessrespective businesses. For purposes of this Section 7.09(a6.10(a), “"debt” " means any reasonably expected 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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Amendment No. 4 Restatement Effective Date, Date on a pro forma basis after giving effect to the Refinancing, with respect to each Borrower (on a stand-alone basis)--- ----- Transaction and all Indebtedness incurred, and to be incurred, and Liens created and to be created, by each Borrower and its Subsidiaries (on a consolidated basis) Credit Party in connection with this Credit Agreement, (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on taken as a consolidated basis) whole will exceed its or their debts, (y) it has or they the Borrower and its Subsidiaries taken as a whole will not have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will the Borrower and its Subsidiaries taken as a whole do not have sufficient unreasonably small capital with which to conduct its or their businessrespective businesses. For purposes of this Section 7.09(a6.10(a), “"debt” " means any reasonably expected 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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of each of the Amendment No. 4 Effective Date and the Merger Closing Date, on a pro forma basis after giving effect to the Refinancingportions of the Transaction completed on such date and to all Indebtedness incurred, and to be incurred (including, without limitation, the Loans and the Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis)the Borrower, and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.09(a6.10(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 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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can be reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 3 Effective Date, on a pro forma basis after giving effect to the Refinancing, with respect to each Borrower (on a stand-alone basis), ) and each the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each the Borrower (on a stand-alone basis) and each the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.09(a8.09(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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Amendment No. 4 3 Effective Date, on a pro forma basis after giving effect to the Refinancing, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.09(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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.