Preferences; Solvency. 11.22.1 Seller is not now insolvent within the meaning of section 95A of the Corporations Act and will not be rendered insolvent by any of the transactions contemplated by this Agreement. Seller is not subject to an administration under Part 5.3A of the Corporations Act. Borody is not a person who is disqualified from managing corporations under the Corporations Act or bankrupt under the Bankruptcy Axx 0000 (Cth).
Preferences; Solvency. Each of the following statements is, and, after giving effect to the transactions contemplated in this Agreement and the other Seller Ancillary Agreements and upon any distribution of any contemplated assets of Sellers to a liquidating trust or to Sellers’ creditors and equityholders, each of the following statements will be true and correct:
Preferences; Solvency. The following statements are, after giving effect to the transactions contemplated hereby, and will be, upon each distribution of any assets or property of Seller to the Trust (as defined in Section 6.13 hereof) or the stockholders of Seller, true and correct:
Preferences; Solvency. Each of the following statements is, and, after giving effect to the transactions contemplated in this Agreement and the other Transaction Documents, true and correct:
Preferences; Solvency. No insolvency event has occurred to any of the Seller or the Subsidiary Transferors, and to the Knowledge of the Seller, no insolvency event is reasonably likely to occur to the Seller or any of the Subsidiary Transferors (i) due to the execution and performance of this Agreement or the consummation of the transactions contemplated herein; or (ii) at or prior to the Closing Date.
Preferences; Solvency. (a) The consummation of the transactions contemplated herein are not and will not be subject to any challenge under any Insolvency Statute or similar Law, whether as preference, fraudulent conveyance or otherwise; and (b) no Insolvency Event has occurred to the Seller, and the Seller is not aware of any reason to believe that any Insolvency Event is reasonably likely to occur to the Seller (i) due to the execution and performance of this Agreement or the consummation of the transactions contemplated herein; (ii) at or prior to the Closing Date; or (iii) for a period of two years after the Closing Date. For the purposes of this Section 3.22, “Insolvency Event” means with respect to any Person (A) a commencement of a voluntary case concerning such Person under an Insolvency Statute; (B) a commencement of an involuntary case against such Person under an Insolvency Statute; (C) an appointment of a custodian under any applicable Insolvency Statute for, or such custodian is put in charge of, all or any substantial part of the property of such Person; (D) a commencement of any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution or similar Law of any jurisdiction, whether now or hereafter in effect relating to such Person is commenced by such Person or by any other Person; (E) a Government Order whereby such Person is adjudicated insolvent or bankrupt; (F) any order of relief or other Government Order approving any case or proceeding under
Preferences; Solvency. The following statements are, after giving effect to the transactions contemplated herein, true and correct:
