Indebtedness; Solvency. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 sets forth, as of September 30, 2010, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness ” shall mean (a) any liabilities for borrowed money (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments due under leases required to be capitalized in accordance with GAAP. There is no existing or continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.
Indebtedness; Solvency. The Seller has no Indebtedness, accounts payable or trade payable. The Seller is able to meet all of its payment obligations as they come due. The fair market value of the Seller’s assets exceed the fair market value of its obligations, whether contingent or otherwise. Except pursuant provided otherwise.
Indebtedness; Solvency. (a) Schedule 3.7(a) sets forth a complete list of all outstanding Indebtedness of the Seller.
(b) No Bankruptcy Event has occurred with respect to the Seller.
(c) Immediately after giving effect to the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds therefrom, (i) the fair value of the Seller Parties’ assets will be greater than the sum of its debts, liabilities and other obligations, including contingent liabilities, (ii) the present fair saleable value of the Seller Parties’ assets, including, for the avoidance of doubt, the Intellectual Property Rights, will be greater than the amount that would be required to pay its probable liabilities on its existing debts, liabilities and other obligations, including contingent liabilities, as they become absolute and matured in the normal course of business, (iii) the Seller Parties will be able to realize upon its assets and pay its debts, liabilities and other obligations, including contingent obligations, as they mature Seller Parties will have free cash on hand with which to engage in its business as now conducted, (iv) the Seller Parties do not have any present plans or intentions to incur debts or other obligations or liabilities beyond its ability to pay such debts or other obligations or liabilities as they become absolute and matured, (v) the Seller Parties will not have become subject to any Bankruptcy Event and (vi) the Seller Parties will not have been rendered insolvent within the meaning of Section 101(32) of Title 11 of the United States Code. For purposes of this Section 3.7(c), the amount of all contingent obligations at any time shall be computed as the amount that, in light of all facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability.
Indebtedness; Solvency. (a) The Company and the Subsidiaries have no outstanding Indebtedness for Money Borrowed other than (i) the indebtedness evidenced by the Notes and the Guaranty, (ii) the indebtedness evidenced by the 1993 Notes and the 1993 Guaranty, (iii) the indebtedness evidenced by the 1995 Notes and the 1995 Guaranty, (iv) the indebtedness outstanding under the Bank Loan Agreement, (v) the indebtedness described in Schedule XIII and (vi) other indebtedness permitted under Section 9.08 which indebtedness does not exceed $500,000 in the aggregate.
(b) Each of the Loan Parties (i) has, and after giving effect to the Overall Transaction will have, capital sufficient to carry on its business and transactions and all the business and transactions in which it is about to engage, (ii) is, and after giving effect to the Overall Transaction will be, solvent and able to pay its debts as they mature and (iii) owns, and after giving effect to the Overall Transaction will own, Property having a value, both at fair valuation and present fair salable value, greater than the amount required to pay the probable liability on its debts.
Indebtedness; Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has noknowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness. The Company, after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes hereof, “Insolvent” means the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s Indebtedness.
Indebtedness; Solvency. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2010 sets forth, as of March 31, 2010, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “
Indebtedness; Solvency. Other than: (i) the Notes, (ii) the Senior Indebtedness, (iii) capital leases and purchase money indebtedness incurred in the ordinary course of business, (iv) general, unsecured claims and trade payables in the ordinary course of business and (v) indebtedness listed on Schedule 4(g), as of the date of this Agreement, the Company has no outstanding liabilities or indebtedness, whether secured or unsecured. Immediately following the Initial Closing, (a) the sum of the debt (including contingent liabilities) of the Company and its subsidiaries, on a consolidated basis, does not exceed the fair value of the assets of the Company and its subsidiaries, on a consolidated basis, (b) the present fair saleable value of the assets of the Company and its subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the liabilities of the Company and its subsidiaries, on a consolidated basis, as they become absolute and matured, and (c) the Company shall generally be able to pay its debts (including trade debts) as they become due. For purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Indebtedness; Solvency. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2011 sets forth, as of December 31, 2011, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $10,000,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of Indebtedness of others in excess of $10,000,000, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $10,000,000 due under leases required to be capitalized in accordance with GAAP. To the Company’s Knowledge, there is no existing or continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries.
Indebtedness; Solvency. Except as may be disclosed in any Commission Documents filed with the Commission after the Closing Date, there is no existing or continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries except as has not and would not be reasonably expected to result in a Material Adverse Effect. Except as may be disclosed in any Commission Documents filed with the Commission after the Closing Date, the Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.
Indebtedness; Solvency. (a) Neither the Sellers nor the Transferred Subsidiaries have any Indebtedness related to the Business or the Assets.
(b) No Seller is now insolvent, and no Seller will be rendered insolvent by the transactions contemplated hereby. As used in this section, “insolvent” means that the sum of the debts and other probable liabilities of the Sellers exceed the present fair saleable value of the Sellers’ assets.
