No Material Adverse Change; Solvency. Since December 31, 2018, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of any Loan Party. Each of the Loan Parties is Solvent. No Loan Party is entering into any of the transactions contemplated by the Loan Documents with the actual intent to hinder, delay, or defraud any creditor. Each Loan Party has received reasonably equivalent value in exchange for the obligations incurred by it under the Loan Documents to which it is a party.
No Material Adverse Change; Solvency. Since June 30, 2016, there has been no event, change, circumstance, or occurrence that has had or could reasonably be expected to have a Material Adverse Effect. The Borrower and the other Loan Parties, taken as a whole, are Solvent.
No Material Adverse Change; Solvency. (a) Except as set forth in the SEC Documents in each case, filed or made through and including the date hereof, since March 31, 2015:
(i) there has not been any event, occurrence or development that, individually or in the aggregate, has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (1) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (2) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or not required to be disclosed in filings made with the SEC,
(iii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock other than routine withholding in accordance with the Company’s existing stock-based plan,
(iv) the Company has not altered its method of accounting or the identity of its auditors, except as Previously Disclosed,
(v) the Company has not issued any equity securities except pursuant to the Company’s existing stock based plans or as otherwise Previously Disclosed; and
(vi) there has not been any loss or damage (whether or not insured) to the physical property of the Company or any of its subsidiaries.
(b) The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing, will not be Insolvent (as defined below). For purposes of this Section, “Insolvent” means, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conducted. As of the Initial Closing, the Company’s existing cash and cash equivalents, cash from operations, cash from borrowing facilities and cash available from capital market transactions will be sufficient to meet the Comp...
No Material Adverse Change; Solvency. Since December 31, 2012, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower and the other Loan Parties is Solvent after giving effect to Section 30 of the Guaranty. The Parent, the Borrower, the other Loan Parties and the other Subsidiaries, on a consolidated basis, are Solvent.
No Material Adverse Change; Solvency. Since September 30, 2011 there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries, taken as a whole, are Solvent.
No Material Adverse Change; Solvency. Since March 31, 2013, there has been no material adverse change in the business, assets, liabilities, financial condition, results of operations or business prospects of EPR and its Subsidiaries taken as a whole. Each of the Borrowers is Solvent.
No Material Adverse Change; Solvency. Since December 31, 2020, there has been no material adverse change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries taken as a whole. Each of the Loan Parties is Solvent.
No Material Adverse Change; Solvency. There has been no material adverse change in the condition (financial or otherwise), business, operations, assets, liabilities (contingent or otherwise) or properties of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2004. Parent, the Borrower and the Subsidiary Guarantors, taken as a whole on a consolidated basis, both before and after giving effect to each Credit Extension, are Solvent.
No Material Adverse Change; Solvency. Since December 31, 2008, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Borrower, the other Loan Parties and each Subsidiary to which more than $25,000,000 of Total Asset Value is attributable, is Solvent, and the Borrower and its Subsidiaries, taken as a whole, are Solvent.
No Material Adverse Change; Solvency. Since December 31, 2011, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries (other than the Joint Ventures) and, to the knowledge of a Responsible Officer of the Parent or the Borrower, the Joint Ventures is Solvent, and the Parent and all of its Subsidiaries, taken as a whole, are Solvent.
