Common use of Financial Statements; Financial Condition; etc Clause in Contracts

Financial Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year ended on such date, as the case may be (which have been certified by Ernst & Young LLP), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Effective Date and the Delayed Draw Funding Date and after giving effect to the Transactions, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 2009 and March 31, 2010 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year and three-month period ended on such date, as the case may be (which (x) in the case of the financial statements for the fiscal year ended on December 31, 2009, have been certified by Ernst & Young LLPLLP and (y) in the case of all such financial statements, have heretofore been furnished to the Lenders), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently appliedapplied subject, in the case of the consolidated financial statements of Silgan for its fiscal quarter ended March 31, 2010, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. Since December 31, 20162009, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Effective Date and the Delayed Draw Funding Initial Borrowing Date and after giving effect to the Transactionstransactions and financings contemplated hereby, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b6.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 2001 and March 31, 2002 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year and three-month period ended on such date, as the case may be (which (x) in the case of the financial statements for the fiscal year ended on December 31, 2001, have been certified by Ernst & Young LLPnationally recognized independent certified public accountants satisfactory to the Agents and (y) in the case of all such financial statements, have heretofore been furnished to the Lenders), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 20162001, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Effective Date and the Delayed Draw Funding Initial Borrowing Date and after giving effect to the Transactionstransactions and financings contemplated hereby, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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.incurred

Financial Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 2004 and March 31, 2005 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year and three-month period ended on such date, as the case may be (which (x) in the case of the financial statements for the fiscal year ended on December 31, 2004, have been certified by Ernst & Young LLPLLP and (y) in the case of all such financial statements, have heretofore been furnished to the Lenders), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently appliedapplied subject, in the case of the consolidated financial statements of Silgan for its fiscal quarter ended March 31, 2005, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. Since December 31, 20162004, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Effective Date and the Delayed Draw Funding Initial Borrowing Date and after giving effect to the Transactionstransactions and financings contemplated hereby, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b6.07(b), “"debt” " means any liability on a claim, and “"claim” " means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 Statements; Financial Condition; etc. (a) The statements (i) audited consolidated balance sheets of consolidated the Loan Parties and consolidating financial condition their Subsidiaries as of Silgan and its Subsidiaries at December 31, 2016 2003 and the related consolidated and consolidating statements of income income, Shareholders' Equity and cash flow of Silgan and its Subsidiaries flows for the fiscal year then ended on such dateand (ii) unaudited consolidated balance sheet of the Loan Parties and their Subsidiaries as of June 30, as the case may be (2004, and related unaudited interim statements of income, Shareholders' Equity and cash flows, copies of which have been certified by Ernst & Young LLP)furnished to the Administrative Agent and each Lender, present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted GAAP (except as set forth in the United States notes thereto), are complete in all material respects and practices consistently appliedfairly present in all material respects the assets, liabilities and financial position of the Loan Parties and their Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. Since December 31, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.60 (b) On As of the Effective Date and the Delayed Draw Funding Date and after giving effect to the TransactionsClosing Date, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis)assets, at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (Loan Party on a stand-alone basisbasis and of the Loan Parties and their Subsidiaries taken as a whole will exceed its or their debts, respectively; (ii) each Loan Party on a stand-alone basis and the Loan Parties and their Subsidiaries taken as a whole has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its or their ability to pay such debts as such debts mature, respectively; and (iii) each Loan Party on a stand-alone basis and the Loan Parties and their Subsidiaries taken as a whole will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debtsor their business, and does not intend to incur debts, beyond its ability to pay such debts as they maturerespectively. For purposes of this Section 7.07(b)Section, “"debt” " means any liability on a claim, and “"claim” " means (xA) any 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 (yB) any 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 reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; etc. (ai) The statements (A) audited Consolidated balance sheets of consolidated the Credit Parties and consolidating financial condition their Subsidiaries as of Silgan and its Subsidiaries at December 31May 30, 2016 1998; and the related consolidated and consolidating statements of income income, stockholders' equity and cash flow of Silgan and its Subsidiaries flows for the fiscal year Fiscal Year then ended on such dateand (B) unaudited Consolidated balance sheet of the Credit Parties and their Subsidiaries as of November 28, as the case may be (1998, and related unaudited interim statements of income, stockholders' equity and cash flows, copies of which have been certified by Ernst & Young LLP)furnished to the Administrative Agent and each Lender, are complete in all material respects and fairly present fairly in all material respects the consolidated assets, liabilities and consolidating financial position of Silgan the Credit Parties and its their Subsidiaries as at such dates, and the date results of such statements the operations and changes of financial position for the periods covered thereby and then ended, subject to normal year end adjustments. All such financial statements, including the related notes thereto, have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectGAAP. (bii) On As of the Effective Date and the Delayed Draw Funding Date and after giving effect to the TransactionsClosing Date, (ia) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis)assets, at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (Credit Party on a stand-alone basisbasis and of the Credit Parties and their Subsidiaries taken as a whole will exceed its or their debts, respectively; (b) each Credit Party on a stand-alone basis and the Credit Parties and their Subsidiaries taken as a whole has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its or their ability to pay such debts as such debts mature, respectively; and (c) each Credit Party on a stand-alone basis and the Credit Parties and their Subsidiaries taken as a whole will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debtsor their business, and does not intend to incur debts, beyond its ability to pay such debts as they maturerespectively. For purposes of this Section 7.07(b)Section, “"debt” " means any liability on a claim, and “"claim” " means (xi) any 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 (yii) any 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 reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year ended on such date, as the case may be (which have been certified by Ernst & Young LLP), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Third Amendment Effective Date and the Delayed Draw Funding Date and after giving effect to the Third Amendment Transactions, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year ended on such date, as the case may be (which have been certified by Ernst & Young LLP), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Third Amendment Effective Date and the Delayed Draw Funding Date and after giving effect to the Third Amendment Transactions, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 1996 and March 31, 1997 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year and three-month period ended on such date, as the case may be (which (x) in the case of the financial statements for the fiscal year ended on December 31, 1996, have been certified by Ernst & Young LLPnationally recognized independent certified public accountants satisfactory to the Co-Arrangers and (y) in the case of all such financial statements, have heretofore been furnished to the Banks), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with generally accepted accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 20161996, nothing there has occurred that has had, or could reasonably be expected to have, either individually or been no material adverse change in the aggregateoperations, business, property, assets or condition (financial or otherwise) of Silgan and its Subsidiaries taken as a Material Adverse Effectwhole. (b) On the Effective Date and the Delayed Draw Funding Initial Borrowing Date and after giving effect to the Transactionstransactions and financings contemplated hereby, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b6.07(b), “"debt” " means any liability on a claim, and “"claim” " means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (ai) The statements Consolidated Financial Statements and Consolidating Financial Statements of consolidated the Borrower as of last day of and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year of the Borrower most recently ended more than 90 days prior to the Effective Date, in the case of such Consolidated Financial Statements, reported on by KPMG LLC or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Borrower on a consolidated basis in accordance with GAAP consistently applied; (ii) except to the extent the Securities and Exchange Commission shall have waived compliance with Regulation S-X, Consolidated Financial Statements of the Borrower for the periods set forth in Section 6.21 of the Acquisition Agreement; (iii) unaudited Consolidated Financial Statements and Consolidating Financial Statements of the Borrower as of last day of and for the fiscal quarter most recently ended more than 45 days prior to the Effective Date, each of which shall be certified by the chief financial officer of the Borrower as being complete and correct and fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower on such datedates and for any interim periods then ended, as applied on a consistent basis; (iv) a certificate by the case may be (which have been certified by Ernst & Young LLP), present fairly chief financial officer of the consolidated and consolidating financial position of Silgan and its Subsidiaries at Borrower stating that to his knowledge since the date of such statements Financial Statements, no event has occurred, and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31no condition exists, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.; (bv) On a certificate by the Effective Date chief financial officer of the Borrower as to the financial condition and solvency of the Delayed Draw Funding Date and Borrower (after giving effect to the Transactions, Acquisition and the incurrence of Indebtedness relating thereto); and (ivi) such other information regarding the sum of the assets of each of Silgan Borrower and its Subsidiaries (taken business affairs and the transactions contemplated by this Agreement and not previously provided to the Administrative Agent as a whole) and each Borrower (on a stand-alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means the Administrative Agent or any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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 unsecuredLender may reasonably request.

Financial Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 2010 and March 31, 2011 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year and three-month period ended on such date, as the case may be (which (x) in the case of the financial statements for the fiscal year ended on December 31, 2010, have been certified by Ernst & Young LLP, and (y) in the case of all such financial statements, have heretofore been furnished to the Lenders), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently appliedapplied subject, in the case of the consolidated financial statements of Silgan for its fiscal quarter ended March 31, 2011, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. Since December 31, 20162010, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On the Effective Date and the Delayed Draw Funding Initial Borrowing Date and after giving effect to the Transactionstransactions and financings contemplated hereby, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-stand alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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.For