SOLVENCY AND PAYMENT OF LIABILITIES Sample Clauses

SOLVENCY AND PAYMENT OF LIABILITIES. Purchaser will on and immediately after the Closing, either as a result of the transactions contemplated by this Agreement or otherwise, (a) not be insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any New York statute relating to insolvency, (b) shall have debts not greater than all of its property and (c) will be able to pay its debts as they mature.
AutoNDA by SimpleDocs
SOLVENCY AND PAYMENT OF LIABILITIES. Seller is not on the date hereof, nor will it be on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any Ohio statute relating to insolvency; the sum of its debts is not greater than all of its property on the date hereof nor will it be on the Closing Date either as a result of the transactions contemplated hereby or otherwise; and it is on the date hereof, and will be after the Closing Date, able to pay its debts as they mature.
SOLVENCY AND PAYMENT OF LIABILITIES. Inmark is not on the date hereof, nor will it be on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any New York statute relating to insolvency; the sum of its debts is not greater than all of its property on the date hereof nor will it be on the Closing Date either as a result of the transactions contemplated hereby or otherwise; and it is on the date hereof, and will be after the Closing Date, able to pay its debts as they mature.
SOLVENCY AND PAYMENT OF LIABILITIES. Seller will not be on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, insolvent, as such term is defined in Title 11-Bankruptcy of the United States Code or any state statute relating to insolvency; the sum of its debts is not greater than all of its property on the date hereof nor will it be on the Closing Date either as a result of the transactions contemplated herein or otherwise; and it is on the date hereof, and will be after the Closing Date, able to pay its debts as they mature.
SOLVENCY AND PAYMENT OF LIABILITIES. Each of Sellers will on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, (a) not be insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any New York statute relating to insolvency, (b) shall have debts not greater than all of its property and (c) will be able to pay its debts as they mature.
SOLVENCY AND PAYMENT OF LIABILITIES. Gibralter is not either as a ----------------------------------- result of the transactions contemplated by the Option Agreement or otherwise, insolvent, as such term is defined in the Title 11 of the Bankruptcy Code of the United States or any similar state statute. The sum of Gibralter's debts is not greater than all of its property on the date hereof either as a result of the transactions contemplated herein or otherwise, and Gibralter is, and will be after the Closing, able to pay its debts as they mature.
SOLVENCY AND PAYMENT OF LIABILITIES. Each of Seller and the Company is not, on the date hereof, either as a result of the transactions contemplated by this Agreement or otherwise, "insolvent," as such term is defined in Chapter 11 of Title 11 of the United States Code or any similar state statute and is not an "insolvent person" as such term is defined in the Bankruptcy and Insolvency Act (Canada); and that the sum of its debts is not greater than all of its property on the date hereof either as a result of the transactions contemplated herein or otherwise; and that it is on the date hereof, and will be after consummation of the transactions contemplated hereby, able to pay its debts as they mature.
AutoNDA by SimpleDocs

Related to SOLVENCY AND PAYMENT OF LIABILITIES

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • The Calculation and Payment of the Service Fees 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:

  • Calculation and Payment of Fees All fees shall be calculated on the basis of the actual number of days elapsed in a 360-day year. All fees shall be payable in addition to, and not in lieu of, interest, compensation, expense reimbursements, indemnification and other Obligations. Fees shall be payable to the Administrative Agent at its office in New York, New York in immediately available funds. All fees shall be fully earned and nonrefundable when paid. All fees due to any Arranger or any other Lender, including, without limitation, those referred to in this Section 5.3, shall bear interest, if not paid when due, at the interest rate specified in Section 5.1(d) and shall constitute Obligations.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Calculation of Indemnity Payments (a) The amount of any Loss for which indemnification is provided under this Article XII shall be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Loss.

  • Collection and Payment The Trustees shall have full power and authority to collect all property due to the Trust; to pay all claims, including taxes, against the Trust or Trust Property; to prosecute, defend, compromise, settle or abandon any claims relating to the Trust or Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

Time is Money Join Law Insider Premium to draft better contracts faster.