Common use of Solvency and Debtor Relief Laws Clause in Contracts

Solvency and Debtor Relief Laws. (a) The T-Mobile Parties and their respective Material Affiliates (on a consolidated basis) and each T-Mobile Party and its respective Material Affiliates (each on a stand-alone basis): (i) is Solvent as of the date of this Agreement; and (ii) will be Solvent immediately after (x) the date of this Agreement, after giving effect to the execution of this Agreement and taking into account the obligations of the T-Mobile Parties under this Agreement, and (y) each of the Closing and the Deferred Payment Date, in each case after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no T-Mobile Party or any of its respective Material Affiliates has taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.

Solvency and Debtor Relief Laws. (a) The T-Mobile Parties and their respective Material Affiliates (on a consolidated basis) and each T-Mobile Party and its respective Material Affiliates (each on a stand-alone basis): (i) is Solvent as of the date of this Agreement; and (ii) will be Solvent immediately after (x) the date of this Agreement, after giving effect to the execution of this Agreement and taking into account the obligations of the T-Mobile Parties under this Agreement, and (y) each of the Closing and the Deferred Payment Date, in each case after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any either T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no neither T-Mobile Party or nor any of its respective Material Affiliates has have taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.Material

Solvency and Debtor Relief Laws. (a) The T-Mobile Parties and their respective Material Affiliates (on a consolidated basis) and each T-Mobile Party and its respective Material Affiliates (each on a stand-alone basis): (i) is Solvent as of the date of this Agreement; and (ii) will be Solvent immediately after (x) the date of this Agreement, after giving effect to the execution of this Agreement and taking into account the obligations of the T-Mobile Parties under this Agreement, and (y) each of the Closing and the Deferred Payment Date, in each case after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no T-Mobile Party or any of its respective Material Affiliates has taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.

Solvency and Debtor Relief Laws. (a) The T-Mobile Parties and their respective Material Affiliates (on a consolidated basis) and each T-Mobile Party and its respective Material Affiliates (each on a stand-alone basis): (i) is Solvent as of the date of this Agreement; and (ii) will be Solvent immediately after (x) the date of this Agreement, after giving effect to the execution of this Agreement and taking into account the obligations of the T-Mobile Parties under this Agreement, and (y) each of the Closing and the Deferred Payment Date, in each case after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any either T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no neither T-Mobile Party or nor any of its respective Material Affiliates has have taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.and