Common use of Financing; Solvency Clause in Contracts

Financing; Solvency. (a) Purchaser currently has or will have as of the Closing all funds necessary to consummate the transactions contemplated by this Agreement. Attached hereto as Exhibit C is a commitment letter with respect to the equity financing necessary to consummate the transactions contemplated by this Agreement. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement or with the financing to be obtained by or on behalf of the Purchaser in connection with consummating the transaction contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any of its Subsidiaries. (b) Neither the Company nor any subsidiary shall become insolvent as a result of the consummation of the transactions contemplated by this Agreement or the financing to be obtained by or on behalf of Purchaser in connection with consummating the transactions contemplated by this Agreement. The Company and each of its subsidiaries, after giving effect to the transactions contemplated by this Agreement and the financing to be obtained by or on behalf of Purchaser in connection with consummating the transactions contemplated by this Agreement, shall be able to pay their debts as they become due, and the Company's and each Subsidiary's property, after giving effect to the transactions contemplated hereby, shall have a fair salable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). The Company and each subsidiary, after giving effect to the transactions contemplated by this Agreement, shall have adequate capital to carry on its business.

Financing; Solvency. (a) Purchaser currently has Notwithstanding anything in this Section 3.2.6 or will have elsewhere in this Agreement, Buyer affirms, represents and warrants that its obligations hereunder are not in any way contingent or otherwise subject to (i) the consummation of any financing arrangements or the obtaining of any financing by Buyer or any other Person or (ii) the availability of financing to Buyer or any other Person. Buyer acknowledges and agrees that the obtaining any financing is not a condition to Closing. (b) Buyer and its Affiliates, as of the Closing Date will have, together with cash on hand, all of the funds necessary for the payment of the full consideration payable hereunder and to consummate make all other payments required to be made by Buyer or its Affiliates in connection with the transactions contemplated hereby and by this Agreement. Attached hereto as Exhibit C is a commitment letter with respect the Ancillary Agreements and to the equity financing necessary to consummate the transactions contemplated by this Agreement. No transfer pay all fees and expenses of property is being made Buyer and no obligation is being its Affiliates incurred in connection with the transactions contemplated by this Agreement or with the financing to be obtained by or on behalf of the Purchaser in connection with consummating the transaction contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or any of its Subsidiaries. (b) Neither the Company nor any subsidiary shall become insolvent as a result of the consummation of the transactions contemplated by this Agreement or the financing to be obtained by or on behalf of Purchaser in connection with consummating the transactions contemplated by this Agreement. The Company and each of its subsidiaries, after giving effect to the transactions contemplated by under this Agreement and the financing to be obtained by or on behalf of Purchaser in connection with consummating the transactions contemplated by this Agreement, shall be able to pay their debts as they become due, and the Company's and each Subsidiary's property, after Ancillary Agreements. (c) After giving effect to the transactions contemplated hereby, shall have a fair salable value including the payment of the Purchase Price and all other amounts required to be paid by Buyer and its Affiliates in connection with the consummation of the transactions contemplated hereby and the occurrence of any financing, and assuming the accuracy of all of Seller’s representations and warranties in all respects, Buyer will not (i) be insolvent (because (A) Buyer’s financial condition is such that the sum of its debt is greater than the amounts fair value of its assets, (B) the present fair saleable value of Buyer’s assets will be less than the amount required to pay Buyer’s probable liability on its debts as they become absolute and matured or (including a reasonable estimate C) Buyer is unable to pay all of the amount of all contingent liabilitiesits debt as and when they become due and payable). The Company , (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and each subsidiary, after giving effect to the transactions contemplated by this Agreement, shall have adequate capital to carry on its businessmatured.

Financing; Solvency. (a) Purchaser currently Buyer has or will have as delivered to Seller: a true, accurate and complete copy of an executed commitment letter (the “Commitment Letter”), under which Sponsor has committed to provide, upon the terms and subject to the conditions set forth therein, to Buyer the amount set forth therein (the “Financing”). As of the Closing all funds necessary to consummate date hereof, the transactions contemplated by this AgreementCommitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect and no such amendment or modification is contemplated. Attached hereto as Exhibit C The Commitment Letter is a commitment letter with respect legal, valid and binding obligation of Buyer and, to the equity financing necessary knowledge of Buyer, the other parties thereto. The Commitment Letter expressly provides, and shall continue to consummate expressly provide, that the transactions contemplated by this AgreementSeller is an intended third-party beneficiary thereof. There are no other agreements, side letters or arrangements relating to the Commitment Letter that could affect the availability or conditionality of the Financing. No transfer event has occurred that, with or without notice, lapse of property is being made and no obligation is being incurred in connection with time or both, would constitute a default or breach on the transactions contemplated by this Agreement part of Buyer or, to the knowledge of Buyer, any other parties thereto under any term or with the financing to be obtained by or on behalf condition of the Purchaser Commitment Letter or a failure of any condition to the Financing or otherwise result in connection with consummating the transaction contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors any portion of the Company or any of its SubsidiariesFinancing being unavailable on the Closing Date. (b) Neither Assuming the Company nor any subsidiary shall become insolvent as a result accuracy of the consummation of the transactions contemplated by this Agreement or the financing to be obtained by or on behalf of Purchaser representations and warranties set forth in connection with consummating the transactions contemplated by this Agreement. The Company Article III and each of its subsidiariesArticle IV, immediately after giving effect to the transactions contemplated by this Agreement and Contemplated Transactions, neither Buyer nor the financing to Company shall (i) be obtained by insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or on behalf because the fair salable value of Purchaser in connection with consummating its assets is less than the transactions contemplated by this Agreement, shall be able amount required to pay their its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as they become due, and the Company's and each Subsidiary's property, after giving effect to the transactions contemplated hereby, shall have a fair salable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). The Company and each subsidiary, after giving effect to the transactions contemplated by this Agreement, shall have adequate capital to carry on its business.