Common use of No Material Adverse Change; Solvency Clause in Contracts

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 Company’s planned working capital and capital expenditure requirements for at least 6 months from the Initial Closing Date.

No Material Adverse Change; Solvency. (a) Except There has been no material adverse change with respect to the business, operations, performance, assets, properties or financial condition of the Credit Parties, taken as set forth in the SEC Documents in each casea whole, filed or made through and including the date hereof, since from 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 2000 except for changes due 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 seasonality consistent with past practice and (2) liabilities not required to be reflected the corresponding periods 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 subsidiariesprior years. (b) The Company No Credit Party has entered or is not entering into the arrangements contemplated hereby and by the other Fundamental Documents, or intends to make any transfer or incur any obligations hereunder or thereunder, with actual intent to hinder, delay or defraud either present or future creditors. On and as of the date hereofClosing Date, and on a pro forma basis after giving effect to all Indebtedness (including the transactions contemplated hereby Loans) expected to occur at be borrowed or repaid on the Initial Closing, will not be Insolvent (as defined below). For purposes of this Section, “Insolvent” means, with respect to any Person, Closing Date (i) each Credit Party expects the cash available to such Credit Party, after taking into account all other anticipated uses of the cash of such Credit Party (including the payments on or in respect of debt referred to in clause (iii) of this Section 3.6(b)), will be sufficient to satisfy all final judgments for money damages which have been docketed against such Credit Party or which may be rendered against such Credit Party in any action in which such Credit Party is a defendant (taking into account the reasonably anticipated maximum amount of any such judgment and the earliest time at which such judgment might be entered); (ii) the sum of the present fair saleable value of the assets of each Credit Party will exceed the probable liability 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 Credit Party on its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (including its Guaranties); (iii) such Person no Credit Party will have incurred or intends to incur to, or believes that it will will, incur debts that would be beyond its ability to pay such debts as such debts mature (taking into account the timing and amounts of cash to be received by such Credit Party from any source, and of amounts to be payable on or in respect of debts of such Credit Party and the amounts referred to in clause (ii)); and (iv) each Credit Party believes it will have sufficient capital with which to conduct its present and proposed business and the property of such Person has Credit Party does not constitute unreasonably small capital with which to conduct its present or proposed business. For purposes of this Section 3.6, "debt" means any liability or a claim, and "claim" means (x) the business in which it right to payment whether or not such right is engaged as reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) the right to an equitable remedy for breach of performance if such business breach gives rise to a payment, whether or not such right is now conducted and is currently proposed reduced to be conducted. As of the Initial Closingjudgment, the Company’s existing cash and cash equivalentsliquidated, cash from operationsunliquidated, cash from borrowing facilities and cash available from capital market transactions will be sufficient to meet the Company’s planned working capital and capital expenditure requirements for at least 6 months from the Initial Closing Datefixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured.

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 Company’s planned working capital and capital expenditure requirements for at least 6 months from the Initial Closing Date.

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 '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 Company’s planned working capital and capital expenditure requirements for at least 6 months from the Initial Closing Date.

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 '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 Company’s planned working capital and capital expenditure requirements for at least 6 months from the Initial Closing Date.

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 December 31, 20152016: (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 '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 Assuming the successful execution of the Initial Closing, the Company’s existing cash and cash equivalentsbusiness plan as of the date hereof, cash from operations, cash from borrowing facilities and cash available from not more than $100 million of capital market transactions will be sufficient funding is required to meet the Company’s estimated operating expenses and other planned working capital and capital expenditure requirements for at least 6 months from the Initial Closing Datethrough December 31, 2018.