Insolvency and Winding Up. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution, or liquidation of any Group Company and no administrator, receiver, or manager has been appointed in respect thereof. None of the Group Companies has commenced any other proceeding under any bankruptcy, reorganization, composition, arrangement, adjustment of debt, release of debtors, dissolution, insolvency, liquidation, or similar Law of any jurisdiction and no such proceedings have been commenced against any Group Company.
Insolvency and Winding Up. Both before and after giving effect to the transactions contemplated by this Agreement, each of the Company and its Subsidiaries (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due) and (ii) will have adequate capital and liquidity with which to engage in the their businesses as currently conducted and as described in the SEC Documents. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution, or liquidation of any of the Company and its Subsidiaries and no administrator, receiver, or manager has been appointed in respect thereof. None of the Company and its Subsidiaries has commenced any other proceeding under any bankruptcy, reorganization, composition, arrangement, adjustment of debt, release of debtors, dissolution, insolvency, liquidation, or similar law of any jurisdiction and no such proceedings have been commenced or is anticipated to be commenced against any of the Company and its Subsidiaries.
Insolvency and Winding Up. 13.1 No order has been made and no resolution has been passed for the winding up of the Ceding Companies or the Company and no petition has been presented for the purpose of winding up any of the Ceding Companies or the Company or for a provisional liquidator or examiner to be appointed in respect of any of the Ceding Companies or the Company.
13.2 No action is being taken to strike any of the Ceding Companies or the Company off the register under such person’s jurisdiction of registration or incorporation.
13.3 No administration order has been made and no petition or application for such an order has been made or presented and no administrator has been appointed and no procedure has been commenced with a view to the appointment of an administrator in respect of any of the Ceding Companies or the Company.
13.4 No receiver (which expression shall include an administrative receiver or deemed official receiver) has been appointed in respect of any of the Ceding Companies or the Company or all or any of its or their assets.
13.5 No composition or similar arrangement with creditors (including a voluntary arrangement) has been proposed under any relevant insolvency legislation in respect of any of the Ceding Companies or the Company.
13.6 No moratorium under any relevant insolvency legislation is in force in respect of any of the Ceding Companies or the Company.
13.7 None of the Ceding Companies or the Company is insolvent, or unable to pay its debts as they fall due, within the meaning of any relevant insolvency legislation, or has stopped paying its debts as they fall due.
Insolvency and Winding Up. (a) No Corporate Insolvency Event has occurred in relation to the Company or any of the Subsidiaries or any Seller that is a corporate entity or any individual Seller.
(b) No procedure has been commenced by the registrar of companies or any other person with a view to striking off the Company or any of the Subsidiaries under Section 652 of the Companies Act.
(c) Neither the Company nor any of the Subsidiaries has at any time during the two years preceding the date of this Agreement entered into a transaction with any person at an undervalue as defined in Section 238 of the Insolvency Xxx 0000 nor has it given or been given any preference as defined in Section 239 of the Insolvency Xxx 0000.
Insolvency and Winding Up. No Group Company has taken any action, nor have any proceedings been served on or notified to any Group Company to commence business rescue proceedings in respect of any Group Company or for its winding up or dissolution or for the appointment of a liquidator, business rescue practitioner, curator or similar officer. As far as the Seller is Aware no execution or other similar process which has been commenced or undertaken or threatened in respect of the assets of the Group or in respect of any Group Company, nor is the Seller Aware of any unfulfilled or unsatisfied judgment or court order which is outstanding against the Company. No Group Company shall enter into any arrangement or composition for the benefit of creditors generally.
Insolvency and Winding Up. 2.1. No order has been made and no resolution has been passed for the winding up of the Buyer or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of its winding up.
2.2. No administrator has been appointed in respect of the Buyer and no notice, petition or other documents have been given or filed for the purpose of placing it in administration.
2.3. No receiver (which expression shall include an administrative receiver) has been appointed in respect of the Buyer.
2.4. The Buyer is not insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Axx 0000 and has not stopped paying its debts as they fall due.
2.5. No voluntary arrangement has been proposed under section 1 of the Insolvency Axx 0000 in respect of the Buyer.
2.6. No event analogous to any of the foregoing has occurred in or outside England with respect to the Buyer.
Insolvency and Winding Up. Both before and after giving effect to the transactions contemplated hereby, the aggregate assets, at a fair valuation, of each JD Group Company will exceed their aggregate debt, as the debt becomes absolute and matures. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution or liquidation of any JD Group Company and no administrator, receiver or manager has been appointed in respect thereof. None of the JD Group Companies has commenced any other proceeding under any bankruptcy, reorganization, composition, arrangement, adjustment of debt, release of debtors, dissolution, insolvency, liquidation or similar Law of any jurisdiction and no such proceedings have been commenced against any JD Group Company.
Insolvency and Winding Up. (a) Buyer is not insolvent or unable to pay its debts within the meaning of section 162 of the Bermuda Companies Act 1981 (as amended).
(b) Buyer is in good standing and no application has been made to strike Buyer off the register and, so far as Buyer is aware, the Bermuda Registrar of Companies has not taken any steps in contemplation of striking it off the register.
Insolvency and Winding Up. 9.1 The Company is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other insolvency legislation applicable and has not stopped paying its debts as they fall due.
9.2 In relation to the Company, no administrator, receiver or administrative receiver has been appointed over the business and assets of the Company (or any part thereof), no documents have been filed with the court for the appointment of an administrator, receiver or administrative receiver and no notice of an intention to appoint an administrator, receiver or administrative receiver has been given by the Company or its Directors.
9.3 No order has been made or petition presented or resolution passed for the winding up of the Company or for the appointment of a provisional liquidator to the Company. [Letterhead of the Company] To: Axis Capital Markets Limited 00 Xxxxxxxx Xxxx London EC4N 7AE We refer to the Placing Agreement dated 17 August 2021 in which a draft of this letter appears as Schedule 4 (the “Placing Agreement”). Words and expressions defined in the Placing Agreement have the same meanings herein. We agree that this certificate shall be deemed to be delivered immediately prior to Admission. We confirm that:
i. The FCA has agreed to admit the Placing Shares to the Official List;
ii. The Exchange has agreed to admit the Placing Shares to trading on the Main Market;
iii. Save as previously notified pursuant the Placing Agreement, to the best of our knowledge, none of the Warranties has been breached or was untrue, inaccurate or misleading when made and none of such Warranties would be breached or be untrue, inaccurate or misleading were it to be repeated by reference to the facts and circumstances subsisting as at immediately prior to Admission;
iv. Subject to Admission occurring at 8 a.m. on 14 September 2021 (or such later time and/or date as you and the Company may agree in writing (being not later than 4pm on the Long Stop Date)), each Condition has been satisfied or waived in accordance with its terms;
v. No order, ruling or determination having the effect of prohibiting the issue, offer or allotment of the Placing Shares or any of the Company’s issued securities has been issued and no proceeding for such purpose is pending or, to our knowledge, threatened; and
vi. Neither the Company nor any of the Directors is in material breach of any of their respective material obligations under the Placing Agreement.
Insolvency and Winding Up. No corporate action, legal proceedings or other procedure or step has been taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any New Cotai Group Company;
(b) a composition, compromise, assignment or arrangement generally with any creditor of any New Cotai Group Company;
(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of New Cotai Group Company or any of its assets; or
(d) or any analogous procedure or step in any jurisdiction, except that, in certain circumstances following the Effective Time, New Cotai Holdings may be required to liquidate its assets and distribute them to its members under the terms of its Limited Liability Company Agreement in effect as at the date of this document.
