Solvency After Closing. After the Closing, Buyer agrees that it shall not take or cause to be taken or omit to take any action that could result in a determination pursuant to applicable Law that, after giving effect to the transactions contemplated by the Transaction Agreements (or after giving effect to such transactions and to such other subsequent actions or omissions), Buyer (a) was insolvent at the time of the Closing or any Subsequent Closing, (b) became insolvent as a result of the transactions contemplated by the Transaction Agreements, (c) was left with unreasonably small capital with which to engage in its business or (d) incurred debts beyond its ability to pay such debts as they mature, such that the payment of the Purchase Price may be deemed a “fraudulent conveyance” or impermissible dividend or distribution under applicable Law or otherwise subject to claims of any creditors of Buyer or its trustees in bankruptcy proceedings.
Solvency After Closing. After the Closing, Buyer agrees that it shall not, and that it shall cause its Subsidiaries (which, for purposes of this Section 7.06 shall include Company and Company Subsidiary) not to, take or omit to take any action that could result in a determination pursuant to applicable Law that, after giving effect to the Transactions (or after giving effect to such transactions and to such other subsequent actions or omissions), Buyer or any of its Subsidiaries, including Company and Company Subsidiary, (a) was insolvent at the time of the Closing, (b) became insolvent as a result of the Transactions, (c) was left with unreasonably small capital with which to engage in its business or (d) incurred debts beyond its ability to pay such debts as they mature, such that the payment of the Purchase Price may be deemed a “fraudulent conveyance” or impermissible dividend or distribution under applicable Law or otherwise subject to claims of any creditors of Buyer or any of its Subsidiaries, including Company, Company Subsidiary or their respective trustees in bankruptcy proceedings.
Solvency After Closing. After the Closing, Purchaser agrees that it shall not, and that it shall cause its affiliates (including the Company) not to, take or fail to take any action that could result in a determination pursuant to applicable Law that, after giving effect to the transactions contemplated by this Agreement (or after giving effect to such transactions and to such other subsequent actions or omissions), Purchaser or any of its affiliates (including the Company) (a) was insolvent at the time of the Closing, (b) became insolvent as a result of the transactions contemplated by this Agreement, (c) was left with unreasonably small capital with which to engage in its business or (d) incurred debts beyond its ability to pay such debts as they mature, such that the payment of the Closing Payment or the Milestone Payments may be deemed a “fraudulent conveyance” or impermissible dividend or distribution under applicable Law or otherwise subject to claims of any creditors of Purchaser or any of its affiliates (including the Company) or their respective trustees in bankruptcy proceedings.
Solvency After Closing. Until the first anniversary of the Closing, the Acquiror agrees that it shall not, and that it shall cause its Subsidiaries (including the Company and its Subsidiaries) not to, take or cause to be taken or omit to take any action that would reasonably be expected to result in a determination pursuant to applicable Law that, after giving effect to the transactions contemplated by this Agreement (or after giving effect to such transactions and to such other subsequent actions or omissions), the Acquiror or any of its Subsidiaries, including the Company and its Subsidiaries, (a) was insolvent at the time of the Closing, (b) became insolvent as a result of the transactions contemplated by this Agreement, (c) was left with unreasonably small capital with which to engage in its business or (d) incurred debts beyond its ability to pay such debts as they mature, such that the payment of the Purchase Price may be deemed a “fraudulent conveyance” or impermissible dividend or distribution under applicable Law or otherwise subject to claims of any creditors of the Acquiror or any of its Subsidiaries, including the Company and its Subsidiaries, or its trustees in bankruptcy proceedings.
Solvency After Closing. After the Closing, Buyer agrees that it shall not, and that it shall cause its Subsidiaries (including the Acquired Companies) not to, take or omit to take any action that would reasonably be expected to result in a determination pursuant to applicable Law that, after giving effect to the transactions contemplated by this Agreement, the representation given by Buyer in Section 4.6 was untrue as of the Closing.
Solvency After Closing. Immediately after giving effect to the transactions contemplated by this Agreement and the Transaction Documents, including the Financing (and assuming the Assumptions are correct), Parent, Borrowers, Buyer and each of their Affiliates, including the Company and the Subsidiaries: (a) will be solvent; (b) will not become insolvent as a result of the transactions contemplated by this Agreement and the Transaction Documents; (c) will have sufficient capital with which to operate their respective businesses consistent with their respective historical standards; and (d) will not in any case have incurred debts beyond their ability to pay such debts as they mature such that the payment of the Purchase Price may be deemed a “fraudulent conveyance” or impermissible dividend or distribution under applicable Requirements of Law or otherwise subject to claims of any creditors of Parent, Borrowers, Buyer or any of their Affiliates, including the Company and the Subsidiaries, or its trustees in bankruptcy proceedings. For purposes of this Section 6.10, the “Assumptions” shall mean (i) that the representations and warranties of Seller contained in this Agreement are true and correct in all respects, at and immediately after the Closing and (ii) the satisfaction of the conditions to Parent’s, Borrowers’ and Buyer’s obligation to consummate the transactions set forth herein.
Solvency After Closing. After the Closing, subject to the representations of the Target Companies and each Seller being true and correct in all material respects and the projections of the Target Companies being substantially accurate, Purchaser agrees that it shall not, and that it shall cause its Affiliates and the Target Companies and the Subsidiary not to, take or cause to be taken or omit to take any action that could result in a determination pursuant to Applicable Law that, after giving effect to the transactions contemplated hereby (or after giving effect to such transactions and to such other subsequent actions or omissions), Purchaser or any of its Affiliates including the Target Companies and the Subsidiary (a) became insolvent as a result of the transactions contemplated hereby, (b) was left with unreasonably small capital with which to engage in its business or (c) incurred debts beyond its ability to pay such debts as they mature, such that the payment of the Closing Payment, the other amounts to be paid pursuant to Section 1.2(b) and the Escrow Amount may be deemed a “fraudulent conveyance” or impermissible dividend or distribution under Applicable Law or otherwise subject to claims of certain creditors of Purchaser or any of its Affiliates including the Target Companies or its trustees in a bankruptcy proceeding.
