No Insolvency or Similar. No application for the commencement of insolvency, reorganization, liquidation or similar proceedings (whether mandatory or voluntary) over the assets of the Company has been filed, nor is such filing required, nor are such proceedings pending or have been rejected on account of a lack of assets. The Company did not enter into any moratorium agreement or similar agreement with its creditors. It has not stopped or suspended payment of its debts or become unable to pay its debts. It has also not otherwise become insolvent in Germany and, to Sellers’ Knowledge, in any other jurisdiction. No assets of the Company have been seized or confiscated by or on behalf of any third party nor are any foreclosure, forfeiture, execution or enforcement proceedings pending with respect to the Company or its assets. There are no facts or events which may reasonable be expected to result in any proceedings, events or circumstances as referred to in this Section 7.4.4.
No Insolvency or Similar. The statements that are made in Section 8.7 with respect to the Company apply mutatis mutandis to each Seller. No circumstances relating to the sphere of the respective Seller, exist according to any applicable bankruptcy or insolvency Laws which would justify the avoidance (lnsolvenzanfechtung) of this Agreement and the transactions contemplated hereunder.
No Insolvency or Similar. No bankruptcy, insolvency, reorganization, liquidation or similar proceedings (whether mandatory or voluntary) concerning a Group Company have been applied for by the Group Companies or their respective management, or – to Sellers’ Knowledge – by third parties. No such proceedings are pending or have been rejected on account of a lack of assets. No circumstances exist which would require an application for any such proceedings, it being understood that the Company will continue to rely on the availability of additional equity funding. No Group Company has entered into any moratorium agreement or similar agreement with its creditors. No assets of a Group Company have been seized or confiscated by or on behalf of any Person nor are any foreclosure, forfeiture, execution or enforcement proceedings pending with respect to a Group Company or its assets.
No Insolvency or Similar. No bankruptcy, insolvency proceedings (lnsolvenzverfahren), reorganization, liquidation, judicial composition or similar proceedings (whether mandatory or voluntary have been applied for by the Purchaser or Moody’s or their respective management, or, to the extent the Purchaser and Moody’s are aware of, by third parties. No such proceedings are pending or have been rejected on account of lack of assets in relation to the Purchaser or Moody’s. No circumstances exist which would require an application for any such proceedings. Neither the Purchaser nor Moody’s has entered into any moratorium agreement or similar agreement with its creditors. No assets of the Purchaser or Moody’s have been seized or confiscated by or on behalf of any Person nor are any foreclosure, forfeiture, execution or enforcement proceedings pending with respect to the Purchaser or Moody’s or its assets. Neither the Purchaser nor Moody’s are unable to pay their respective debts (zahlungsunfähig) nor over-indebted (überschuldet). EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG
