Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Acquisition and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (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 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 6.10, “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 Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Acquisition and to all --- ----- Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewithherewith, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries taken as a whole will exceed its debts, (y) no such Credit Party the Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its business. For purposes of this Section 6.10, “"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 Effective Date, on a pro forma basis after giving effect to the Acquisition Transaction and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries taken as a whole will exceed its debts, (y) no such Credit Party the Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its business. For purposes of this Section 6.106.10 (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 Effective Date, on a pro forma basis after giving effect to the Acquisition execution, delivery and performance of this Agreement and the other Documents and the consummation of the Transaction and to all Indebtedness incurred, and to be incurred, and Liens Xxxxx created, and to be created, by each Credit Party in connection therewith, and with respect to each Borrower on a stand-alone basis and each Borrower and its respective Subsidiaries taken as a whole in connection therewithwhole, (x) the sum of the their assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries taken as a whole will exceed its their debts, (y) no such Credit Party and its Subsidiaries taken as a whole will they have not incurred or intended nor intend to, or believes nor believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole they will have sufficient capital with which to conduct its their business. For purposes of this Section 6.10, “"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 Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Acquisition Transaction and to all Indebtedness incurred, and to be incurredincurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (x) the sum fair valuation of all of the assets, at tangible and intangible assets of the Credit Parties (on a fair market valuation, of each Credit Party and its respective Subsidiaries taken as a whole consolidated basis) will exceed its their debts, (y) no such the Credit Party and its Subsidiaries taken as a whole Parties will not have incurred or intended to, or believes that it will, to incur debts beyond its their ability to pay such debts as such debts mature and (z) each such the Credit Party and its Subsidiaries taken as a whole Parties will not have sufficient unreasonably small capital with which to conduct its their business. For purposes of this Section 6.10, “"debt” " means any liability on a claim, and “"claim” " means any (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 Effective Date, on a pro forma basis Initial Borrowing Date after giving effect to the Acquisition Refinancing and to all Indebtedness incurred, and to be incurred, and Liens created, created and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewithwith this Credit Agreement, (x) the sum of the assets, at a fair market valuation, of each Credit Party Holdings and its respective Subsidiaries Subsidiaries, taken as a whole whole, will exceed its their debts, (y) no such Credit Party the Borrower and its Subsidiaries Subsidiaries, taken as a whole whole, will not have incurred or intended nor intend to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will the Borrower does not have sufficient unreasonably small capital with which to conduct its businessbusinesses. For purposes of this Section 6.106.10(a), “"debt” " means any reasonably expected 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 Effective Initial Borrowing Date, on a pro forma PRO FORMA basis after giving effect to the Acquisition Transaction and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (x) the sum of the assets, at a fair valuation (I.E., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market valuationvalue, conceiving the latter as the amount that would be obtained for such assets within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), of each Credit Party of the Company and its respective Subsidiaries taken as (on a whole consolidated basis) and the Company (on a stand-alone basis) will exceed its debts, (y) no such each Credit Party and its Subsidiaries taken as a whole will have 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 will have sufficient capital with which to conduct its business. For purposes of this Section 6.10, “"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; 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; PROVIDED that to the extent any such "claim" is not fixed, the amount thereof shall equal the Company's good faith estimate of the maximum amount thereof.

Financial Condition; Financial Statements. (a) On and as of ----------------------------------------- the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Acquisition --- ----- Transaction and to all Indebtedness incurred, and to be incurredincurred (including, without limitation, the Loans), and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, with respect to each of Holdings and its Subsidiaries (on a consolidated basis) 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 market valuation, of each Credit Party of Holdings and its respective Subsidiaries taken as (on a whole consolidated basis), the Borrower and its Subsidiaries (on a consolidated basis) and of the Borrower (on a stand-alone basis) will exceed its debts, (y) no such Credit Party and its Subsidiaries taken as a whole 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 6.10, “"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; 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 Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Acquisition Transaction and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries taken as a whole will exceed its debts, (y) no such Credit Party the Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its business. For purposes of this Section 6.106.10 (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 Restatement Effective Date, on a pro forma basis after giving effect to the Acquisition Transaction and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries taken as a whole will exceed its debts, (y) no such Credit Party the Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its business. For purposes of this Section 6.106.10 (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 Effective Restatement Date, on a pro forma basis after giving effect to the Acquisition Xxxxxx Merger and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (xi) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries taken as a whole will exceed its debts, (yii) no such Credit Party the Borrower and its Subsidiaries taken as a whole has not incurred, and does not intend to incur, and does not believe that they will have incurred or intended toincur, or believes that it will, incur debts beyond its their ability to pay such debts as such debts mature and (ziii) each such Credit Party the Borrower and its Subsidiaries taken as a whole will not have sufficient unreasonably small capital with which to conduct its business. For purposes of this Section 6.10, “"debt” " means any liability on a claim, and “"claim” " means (iA) 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 (iiB) 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 Restatement Effective Date, Date on a pro forma PRO FORMA basis after giving effect to the Acquisition and to all Indebtedness incurred, incurred and to be incurred, and Liens created, and to be created, by each the Credit Party and its respective Subsidiaries taken as a whole Parties in connection therewith, (xi) 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 Holdings and its Subsidiaries taken as a whole will exceed their debts, (ii) Holdings and its Subsidiaries taken as a whole will not have incurred or intended to, or believes to (and Holdings and the Borrower do not believe that it they will, ) incur debts beyond its their ability to pay such debts as such debts mature and (ziii) each such Credit Party Holdings and its Subsidiaries taken as a whole will have sufficient capital with which to conduct its their business. For purposes of this Section 6.106.08, “"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 Effective Closing Date, on a pro forma basis after giving effect to the Acquisition and the Refinancing and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, (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 and or 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 6.107.9, “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 each of the Effective Date and the Merger Closing Date, on a pro forma basis after giving effect to the Acquisition portions of the Transaction completed on such date and to all Indebtedness incurred, and to be incurredincurred (including, without limitation, the Loans and the Subordinated Notes), and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, with respect to the Borrower, (x) the sum of the assets, at a fair market valuation, of each Credit Party and its respective Subsidiaries taken as a whole the Borrower will exceed its debts, (y) no such Credit Party and its Subsidiaries taken as a whole 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 6.106.10(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; 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 light of all the facts and circumstances existing at such time, represents the amount that can be reasonably expected to become an actual or matured liability.

Financial Condition; Financial Statements. (a) On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Acquisition Transaction and all other transactions contemplated by the Transaction Documents and to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewith, with respect to each of Holdings and the Borrower (x) the sum of the assetsassets (including capital stock and promissory notes), at a fair market valuation, of each Credit Party of Holdings and its respective Subsidiaries taken as a whole the Borrower will exceed its debts, (y) no such Credit Party and its Subsidiaries taken as a whole 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 6.107.10(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 Restatement Effective Date, Date on a pro forma basis after giving effect to the Acquisition and to all Indebtedness incurred, and to be incurred, and Liens created, created and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewithwith this Credit Agreement, (x) the sum of the assets, at a fair market valuation, of each Credit Party the Borrower and its respective Subsidiaries Subsidiaries, taken as a whole whole, will exceed its their debts, (y) no such Credit Party the Borrower and its Subsidiaries Subsidiaries, taken as a whole whole, will not have incurred or intended nor intend to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party and its Subsidiaries taken as a whole will the Borrower does not have sufficient unreasonably small capital with which to conduct its businessbusinesses. For purposes of this Section 6.106.10(a), “"debt” " means any reasonably expected 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 Restatement Effective Date, Date on a pro forma basis after giving effect to the Acquisition and to all Indebtedness incurred, and to be incurred, and Liens created, created and to be created, by each Credit Party and its respective Subsidiaries taken as a whole in connection therewithwith this Credit Agreement, (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 the Borrower and its Subsidiaries taken as a whole will exceed their debts, (y) the Borrower and its Subsidiaries taken as a whole will not have incurred or nor intended to, or believes believe that it they will, incur debts beyond its their ability to pay such debts as such debts mature and (z) each such Credit Party the Borrower and its Subsidiaries taken as a whole will do not have sufficient unreasonably small capital with which to conduct its businesstheir respective businesses. For purposes of this Section 6.106.10(a), “debt” means any reasonably expected 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.