Common use of Solvency Analysis Clause in Contracts

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the date of the respective Permitted Acquisition and after giving effect to the Loans in connection with the relevant Permitted Acquisition hereunder and to the other transactions contemplated hereby in connection with such Permitted Acquisition, (i) the aggregate value of all Properties of the Company and its Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as theretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the date thereof are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the date of the respective Permitted Acquisition and after giving effect to the Facility C Loans in connection with the relevant Permitted Acquisition hereunder and to the other transactions contemplated hereby in connection with such Permitted Acquisition, (i) the aggregate value of all Properties of the Company and its Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as theretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the date thereof are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the date of the respective Permitted Acquisition and after giving effect to the Loans in connection with the relevant Credit Agreement 46 52 Permitted Acquisition hereunder and to the other transactions contemplated hereby in connection with such Permitted Acquisition, (i) the aggregate value of all Properties of the Company and its Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and its Subsidiaries, (ii) the Company and its Subsidiaries will not, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as theretofore conducted and (iii) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the date thereof are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A The Company shall have delivered to you a certificate from a Responsible Senior Financial Officer of the Company Company, which presents an analysis to the effect that, as of the date of the respective Permitted Acquisition Closing and after giving effect to the Loans in connection with Transaction, the relevant Permitted Acquisition hereunder issuance and sale of the Notes and to the other transactions contemplated hereby in connection with such Permitted Acquisitionhereby, (ia) the aggregate value of all Properties properties of the Company and its Subsidiaries at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property property in question within such period by a capable and diligent businessman businessperson from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds exceed the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilitiesliabilities and their probable amounts) of the Company and its Subsidiaries, (iib) the Company and its Subsidiaries will not, on a consolidated basis, have an unreasonably small capital with which to conduct their business operations as theretofore conducted heretofore conducted, and (iiic) the Company and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent You shall have also received (x) a certificate from a Responsible Senior Financial Officer of the Company certifying the conclusions specified in clauses (a), (b) and (c) above and that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the date thereof of the Closing are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided abovecomputed.

Solvency Analysis. A certificate from a Responsible Financial Officer of the Company to the effect that, as of the date of the respective Permitted Acquisition Effective Date and after giving effect to the Loans in connection with the relevant Permitted Acquisition initial extension of credit hereunder and to the other transactions contemplated hereby in connection with such Permitted (including, without limitation, the Xxxxxxx Acquisition), (i) the aggregate value of all Properties of the Company Company, its Subsidiaries, Xxxxxxx and its Subsidiaries Guest Choice at their present fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the Property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company and Company, its Subsidiaries, Xxxxxxx and Guest Choice, (ii) the Company Company, its Subsidiaries, Xxxxxxx and its Subsidiaries Guest Choice will not, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as theretofore heretofore conducted and (iii) the Company Company, its Subsidiaries, Xxxxxxx and its Subsidiaries Guest Choice will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received (x) a certificate from a Responsible Financial Officer of the Company certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the date thereof Effective Date are, fair and reasonable and accurately computed and (y) appropriate factual information supporting the conclusions of the solvency analyses and the financial condition certificate required to be delivered as provided above.

Solvency Analysis. A certificate The Administrative Agent (or Special Counsel) shall have received (i) analyses from a Responsible Financial Officer Valuation Research Corporation, or any other firm of the Company independent solvency analysts of nationally recognized standing, to the effect that, as Credit Agreement of the date of the respective Permitted Acquisition Effective Date and after giving effect to the making of the Loans in connection with the relevant Permitted Acquisition hereunder and to the other transactions contemplated hereby in connection with such Permitted Acquisitionhereby, (ix) the aggregate value of all Properties properties of the Company Borrower and its Subsidiaries at their present fair saleable value (i.e., the amount that which may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that which could be obtained for the Property property in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Company Borrower and its Subsidiaries, (iiy) the Company Borrower and its Subsidiaries will not, on a consolidated basis, have an unreasonably small capital with which to conduct their business operations as theretofore heretofore conducted and (iiiz) the Company Borrower and its Subsidiaries will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature. The Agent shall have also received mature and (xii) a certificate from a Responsible Financial Officer of the Company Borrower certifying that the financial projections and underlying assumptions contained in such analyses were at the time made, and on the date thereof Effective Date are, fair based on reasonable assumptions and reasonable and are accurately computed based on such assumptions, and (y) appropriate factual information supporting containing such other certifications relating to the conclusions of valuation analyses as the solvency analyses and the financial condition certificate required to be delivered as provided aboveAdministrative Agent may reasonably request.