Liabilities; Solvency Clause Samples
Liabilities; Solvency. (a) Neither the Company nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business.
(b) Both before and after giving effect to (a) the transactions contemplated hereby that are to be consummated on the Closing Date, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, the Notes pursuant to the instructions or agreement of the Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Company is and will be Solvent. For purposes of this Section 4.5(b), “Solvent” means, with respect to any Person (as hereinafter defined) on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.
Liabilities; Solvency. (i) Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings.
(ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, each Company and each Subsidiary of each Company, is and will be, Solvent.
Liabilities; Solvency. (i) Except as set forth in Schedule 12(e), neither it nor any of its Eligible Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings.
(ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, each Company and each Eligible Subsidiary of each Company, is and will be, Solvent.
Liabilities; Solvency. (a) The Selling Parties are not entering into this Agreement or any other Transaction Document or other document or instrument related hereto or thereto with the intent to defraud, delay or hinder any of its present or future creditors, and the transfers contemplated hereby and thereby will not have such effect.
(b) The Selling Parties are not now insolvent, nor will they be rendered insolvent by the Buying Parties purchase of the Purchased Assets and Real Property or the consummation of any other transaction contemplated hereby. As used in this Section, "insolvent" means that the debts and other probable Liabilities of an entity exceed the sum of the present fair saleable value of the assets of such entity.
(c) Immediately after giving effect to the consummation of the Buying Parties' purchase of the Purchased Assets and Real Property, the Selling Parties will: (i) be able to pay their liabilities as they become due in the usual course of business, (ii) not have an unreasonably small capital with which to conduct their businesses, and (iii) have assets (calculated at fair market value) that exceed liabilities. The cash available to the Selling Parties, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments, if any, related to the Purchased Business, the Real Property or Purchased Assets promptly in accordance with their terms. The Purchase Price and Real Property Purchase Price constitute a reasonably equivalent value for the Purchased Assets and Real Property, as the case may be, and the consummation of the Buying Parties' purchase of the Purchased Assets and Real Property will not constitute a fraudulent transfer under any Law relating to bankruptcy and insolvency.
(d) The Selling Parties have not, at any time, with respect to the Purchased Business, the Purchased Assets or the Real Property: (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) admitted in writing its inability to pay its debts as they become due, (iv) been convicted of, or pleaded guilty or no contest to, any felony, or (v) taken or been the subject of any action that could reasonably be expected to have an adverse effect on its ability to comply with or perform any of its covenants or obligations under this Agreement or any of the Transaction Documents.
(e) No writ of attachment, execution or similar process has been ordered, ex...
Liabilities; Solvency. The Seller has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in the Seller Financial Statements, (ii) liabilities and obligations which have been incurred subsequent to [______________] in the ordinary course of business which have not been in the aggregate, materially adverse, (iii) liabilities and obligations under the lease for its principal lab, and (iv) liabilities and obligations under licensing, sales, procurement and other contracts and arrangements entered into in the normal course of business. The Seller is able to meet all of its payment obligations as they come due. The fair market value of the Seller’s assets exceeds the fair market value of its obligations, whether contingent or otherwise.
Liabilities; Solvency. The Company has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in the Company Financial Statements, (ii) liabilities and obligations which have been incurred subsequent to [June] 30, 2017in the ordinary course of business which have not been in the aggregate, materially adverse, (iii) liabilities and obligations under the lease for its principal lab, and (iv) liabilities and obligations under licensing, sales, procurement and other contracts and arrangements entered into in the normal course of business. The Company is able to meet all of its payment obligations as they come due. The fair market value of the Company’s assets exceeds the fair market value of its obligations, whether contingent or otherwise.
Liabilities; Solvency. KETOSPORTS has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in the KETOSPORTS Financial Statements, (ii) liabilities and obligations which have been incurred subsequent to July 31, 2020 in the ordinary course of business which have not been in the aggregate, materially adverse, (iii) liabilities and obligations under the lease for its principal business operations and (iv) liabilities and obligations under licensing, sales, procurement and other contracts and arrangements entered into during the normal course of business. KETOSPORTS is able to meet all of its payment obligations as they come due. The fair market value of KETOSPORTS's assets exceeds the fair market value of its obligations, whether contingent or otherwise.
Liabilities; Solvency. FRC Board of Directors, acting in good faith, has affirmed, the performance by FRC of its obligations under this Agreement shall not constitute a fraudulent transfer under applicable laws relating to bankruptcy and insolvency.
Liabilities; Solvency. Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed. Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, each Company and each Subsidiary of each Company (that is not an Inactive Subsidiary), is and will be, Solvent.
Liabilities; Solvency. Except as set forth on Schedule 12(e) (i) ---------------------- neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings.