Solvency Certificate; Evidence of Insurance. On the Initial Borrowing Date, the Agent shall have received:
(i) a solvency opinion from Xxxxxxxx Xxxxx, in form and substance satisfactory to the Agent, and (ii) one or more solvency certificates in the form of EXHIBIT I from the chief financial officer of the Company and of each Guarantor and dated the Initial Borrowing Date, in each case, addressed to the Agent, the Documentation Agent and each Bank, and reciting that, both prior to and after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Company and each of its Subsidiaries (on a stand-alone basis) are not and will not be rendered insolvent or inadequately capitalized for the respective businesses they intend to conduct and have not and will not have incurred debts beyond their ability to pay as they mature and that, upon consummation of the Transaction, (x) the total assets of Superior exceeds the amount necessary to pay all of its liabilities and, unless otherwise provided by the Superior certificate of incorporation, to pay any distribution preference on any outstanding preferred stock upon dissolution and (y) the amount by which the total assets of the Company and DNE exceeds and will exceed its liabilities is no less than their respective stated capital; and that neither the Company nor any of its Subsidiaries is entering into the Transaction with the intent to hinder, delay or defraud any creditor of the Company or any of its Subsidiaries; and
(b) evidence of insurance complying with the requirements of Section 7.03 for the business and properties of the Company and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Agent and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or revised without at least 30 days' (or 10 days' in the case of non-payment of premium) prior written notice by the insurer to the Collateral Agent.
Solvency Certificate; Evidence of Insurance. On the Borrowing Date, the Agent shall have received:
(a) one or more solvency certificates in the form of Exhibit E from the chief financial officer of the Borrower and of each Guarantor and dated the Borrowing Date, in each case, addressed to the Administrative Agent and each Lender, and reciting that, both prior to and after giving effect to the Transaction and the incurrence of all financings contemplated herein and in the Senior Secured Credit Agreement, the Parent, the Borrower, Essex and each of their respective Subsidiaries (on a stand-alone basis) are not and will not be rendered insolvent or inadequately capitalized for the respective businesses they intend to conduct and have not and will not have incurred debts beyond their ability to pay as they mature and that, upon consummation of the Transaction, the total assets of the Borrower exceed the amount necessary to pay all of its liabilities and that neither the Parent, the Borrower, Essex nor any of their respective Subsidiaries is entering into the Transaction with the intent to hinder, delay or defraud any creditor of the Parent, the Borrower, Essex or any of their respective Subsidiaries; and
(b) evidence of insurance complying with the requirements of Section 5.03 for the business and properties of the Parent, the Borrower, Essex and their respective Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent.
Solvency Certificate; Evidence of Insurance. On the Initial -------------------------------------------- Borrowing Date, the Agent shall have received:
(a) a Certificate from the Chief Financial Officer of Holdings, in the form of Exhibit K, addressed to the Agent and each of the Banks and dated the Initial Borrowing Date and supporting the conclusions, that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Borrower (on a stand-alone basis) and Holdings and its Subsidiaries (on a consolidated basis) are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature and become due; and
(b) evidence of insurance complying with the requirements of Section
Solvency Certificate; Evidence of Insurance. On the Closing Date, the Agent shall have received:
(i) a solvency certificate from the Borrower, addressed to the Agent and each of the Lenders and dated the Closing Date and certifying, that, after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Borrower (on a stand alone basis) and the Borrower and its Subsidiaries (taken as a whole) are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature and become due; and
(ii) evidence of insurance complying with the requirements of Section
Solvency Certificate; Evidence of Insurance. On the Initial Borrowing Date and on the Amendment and Restatement Effective Date, the Agent and Co-Agent shall have received:
(a) one or more solvency certificates in the form of Exhibit I from the chief financial officer of the Company and of DI and dated the Initial Borrowing Date or dated the Amendment and Restatement Effective Date, as the case may be, in each case, addressed to the Agent and Co-Agent and each Lender, and reciting that, both prior to (in the case of the Initial Borrowing Date)and after giving effect to the Acquisition and post-Initial Borrowing Date acquisitions, as the case may be, and the incurrence of all financings contemplated herein, the Company and DI (on a stand-alone basis) are not and will not be rendered insolvent or inadequately capitalized for the respective businesses they intend to conduct and have not and will not have incurred debts beyond their ability to pay as they mature and that, (x) the total assets of the Company and DI exceed the amount necessary to pay all of their liabilities and to pay any distribution preference on any outstanding preferred stock upon dissolution and (y) the amount by which the total assets of the Company and DI exceeds and will exceed their liabilities is no less than their stated capital; and that neither the Company nor any of its Subsidiaries is entering into this Agreement with the intent to hinder, delay or defraud any creditor of the Company or any of its Subsidiaries; and
