Common use of Not Insolvent Clause in Contracts

Not Insolvent. The fair value of the property of Borrower and its Subsidiaries is greater than the amount of Borrower’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code. The present fair salable value of the property of Borrower and its Subsidiaries in an orderly liquidation of Borrower and its Subsidiaries is not less than the amount that will be required to pay the probable liability of Borrower and its Subsidiaries (to the extent Borrower has liability for any debts of any such Subsidiaries) on their respective debts as they become absolute and matured. Borrower is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business. Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond Borrower’s ability to pay as such debts and liabilities mature. Borrower is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which Borrower’s property would constitute unreasonably small capital. None of Borrower, any creditor of Borrower or any other Person has instituted any proceeding or taken any corporate action or executed any agreement in connection with the commencement of any proceeding: (i) seeking to adjudicate Borrower or any Subsidiary a bankrupt or insolvent; (ii) seeking liquidation, dissolution, winding-up, reorganization, arrangement, protection, relief or composition of Borrower or any material part of its property or debt, or making a proposal with respect to Borrower under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws; or (iii) seeking appointment of a receiver, trustee, agent, custodian or other similar official for Borrower or for any material part of its properties and assets.

Not Insolvent. The fair value of the property of Borrower the Company and its Subsidiaries affiliates is greater than the amount of Borrowerthe Company’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code. The present fair salable value of the property of Borrower the Company and its Subsidiaries affiliates in an orderly liquidation of Borrower the Company and its Subsidiaries affiliates is not less than the amount that will be required to pay the probable liability of Borrower the Company and its Subsidiaries affiliates (to the extent Borrower the Company has liability for any debts of any such Subsidiariesaffiliate) on their respective debts as they become absolute and matured. Borrower The Company is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business. Borrower The Company does not intend to, and does not believe that it will, incur debts or liabilities beyond Borrowerthe Company’s ability to pay as such debts and liabilities mature. Borrower The Company is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which Borrowerthe Company’s property would constitute unreasonably small capital. None of the Borrower, any creditor of the Borrower or any other Person has instituted any proceeding or taken any corporate action or executed any agreement in connection with the commencement of any proceeding: (i) seeking to adjudicate the Borrower or any Subsidiary a bankrupt or insolvent; (ii) seeking liquidation, dissolution, winding-up, reorganization, arrangement, protection, relief or composition of the Borrower or any material part of its property or debt, or making a proposal with respect to the Borrower under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws; or (iii) seeking appointment of a receiver, trustee, agent, custodian or other similar official for the Borrower or for any material part of its properties and assets.