Seller’s Solvency. The Seller is now, and after giving effect to this Contract, shall be, in a solvent condition.
Seller’s Solvency. (a) No Seller is insolvent, unable to pay its debts, has stopped paying its debts as they fall due, or would become unable to pay its debts as they fall due in consequence of entering into this Agreement and/or performing its obligations under this Agreement.
(b) No execution or other process issued on a judgment, decree or order of any court in favour of a creditor of any Seller that has been adjudicated against any Seller and remains unsatisfied in whole or in part. No action has been taken or is pending, no other steps have been taken and no proceedings have been commenced or are pending in respect of (a) the bankruptcy, the winding-up, liquidation, dissolution, mandatory management, administration or reorganisation of any Seller or (b) the making of an administration order in respect of any Seller or filing of documents with the court for administration including, without limitation, any actual or proposed appointment of an administrator made by either a creditor, the Seller or its directors or to place or force the Seller into voluntary or involuntary liquidation; or (c) the serving of the notice of intention to appoint an administrator in respect of the Seller; (d) the ability of the creditors of any Seller to take any action to enforce their debts being suspended, restricted or prevented; or (e) any Seller entering into any composition or arrangement with some or all of its creditors (including but not limited to any such creditor by agreement or in pursuance of a court order, agreeing to an amount less than the respective sums owing to them in satisfaction of those sums with a view to preventing the dissolution of such Seller) or (e) the commencement of a creditors collective action against any Seller; or (f) the appointment, or proposed appointment, of a receiver, administrative receiver, or similar officer in respect of any Seller or any of its property, undertaking or assets, or (g) cessation of payments of all or a part of any Seller’s debts, and no event equivalent to any of the foregoing has occurred in or under the laws of any relevant jurisdiction.
Seller’s Solvency. Seller represents and warrants to Buyer as of the date of each Order (which representations and warranties shall be deemed repeated as of the date of Seller’s acceptance of each Release under an Order and at the time of each delivery under an Order): (i) that it is solvent and is paying all debts as they become due; (ii) that it is in compliance with all of its loan covenants and other obligations; (iii) that all financial information provided by Seller to Buyer concerning Seller is true and accurate; (iv) that such financial information fairly represents Seller’s financial condition; and (v) that all such financial statements of Seller have been prepared in accordance with generally accepted accounting principles, uniformly and consistently applied. Seller shall respond in writing within three business days to any written demand by Xxxxx for assurances (with supporting documentation) of the willingness and ability to perform Seller’s obligations. Buyer may upon reasonable notice to Seller conduct a review of Seller’s financial and business conditions. Seller shall provide to Buyer annually a written report from an independent financial reporting company acceptable to Seller evaluating Buyer’s financial stability and ability to perform an Order. Seller shall provide full cooperation and access to all records and financial personnel to facilitate any such reviews.
Seller’s Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Company (i) shall be able to pay its debts as they become due, (ii) shall own property having a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities) and (iii) will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company.
Seller’s Solvency. Both before and after giving effect to the consummation of the transactions contemplated hereby, (a) the fair value of the property of Seller is greater than the total amount of liabilities, including contingent liabilities, of Seller; (b) the present fair salable value of the assets of Seller, as part of a going concern, is not less than the amount that will be required to pay the probable liabilities of Seller on its debts as they become absolute and matured; and (c) Seller does not intend to, and does not believe that it will, incur debts or liabilities beyond Seller’s ability to pay as such debts and liabilities mature. There has been no bankruptcy (Hasan), civil rehabilitation (Minji Saisei), corporate reorganization (Kaisha Seiri) or special liquidation (Tokubetsu Seisan) proceeding (“Bankruptcy or Insolvency Proceeding”) instituted by or against Seller, and there is no suspension of payment (Shiharai Teishi), insolvency (Shiharai Funo), or other event which would become a cause of petition for any of any Bankruptcy or Insolvency Proceeding.
Seller’s Solvency. The Seller is solvent, is able to pay its debts as they become due, has capital sufficient to carry on its business as presently conducted and proposed to be conducted, and owns property which has both a fair value and a fair saleable value in excess of the amount required to pay its debts as they become due. The Seller will not be rendered insolvent by the transactions contemplated by this Agreement, and following the consummation of such transactions, the Seller will be able to pay its debts as they become due, will have capital sufficient to carry on its business as then conducted and proposed to be conducted, and will own property which has a fair value and a fair saleable value in excess of the amount required to pay its debts as they become due.
Seller’s Solvency. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Seller.
Seller’s Solvency. The Seller has valid business reason to undertake the Contemplated Transactions and has concluded that the Purchase Price payable pursuant to this Agreement represents reasonably equivalent value for the Purchased Assets and the Purchased Shares. Seller is not entering into the Contemplated Transactions with the actual intent to hinder, delay or defraud either present or future creditors, nor would the consummation of the Contemplated Transactions reasonably be expected to give rise to a claim of “fraudulent conveyance” or similar creditors’ claims. As of the Closing Date, (a) the aggregate value of Seller’s assets will exceed its total Liabilities at a fair valuation and at fair saleable value, (b) Seller will have the ability to pay its total debts and Liabilities as they become due in the usual course, and (c) Seller will pay or make adequate provision for the satisfaction in full of any of its Liabilities under this Agreement.
Seller’s Solvency. Seller (i) is not insolvent and has not generally failed to pay, or admitted in writing its inability or unwillingness to pay, its debts as they become due; (ii) has not applied for, consented to, or acquiesced in, the appointment of a trustee, receiver, sequestrator, or other custodian for Seller or for a substantial part of its property, or made a general assignment for the benefit of creditors; (iii) has not filed and has not permitted or suffered to exist with respect to itself the commencement of any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up, or liquidation proceeding; and (iv) has not taken any action authorizing any of the foregoing.
Seller’s Solvency. None of the Sellers or Owners is entering into the Contemplated Transactions with the actual intent to hinder, delay or defraud either present or future creditors, nor would the consummation of the Contemplated Transactions reasonably be expected to give rise to a claim of “fraudulent conveyance” or similar creditors’ claims. As of the Closing Date, (i) the aggregate value of each Seller’s assets will exceed its total Liabilities at a fair valuation and at fair saleable value; (ii) each Seller will pay or make adequate provision for the satisfaction in full of any Retained Liabilities of such Seller under this Agreement; and (iv) none of the Sellers will have an unreasonably small amount of capital.
