Common use of Solvency Certificate; Evidence of Insurance Clause in Contracts

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 Initial Borrowing Date, the Agent and Co-Agent shall have received: (i) a solvency opinion from Xxxxxxxx Xxxxx, in form and substance satisfactory to the Agent, and (iia) one or more solvency certificates in the form of EXHIBIT Exhibit I from the chief financial officer of the Company and of each Guarantor DI and dated the Initial Borrowing Date, in each case, addressed to the Agent, the Documentation Agent and Co-Agent and each BankLender, and reciting that, both prior to and after giving effect to the Transaction Acquisition and the incurrence of all financings contemplated herein, the Company and each of its Subsidiaries 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, upon consummation of the TransactionAcquisition, (x) the total assets of Superior exceeds the Company and DI exceed the amount necessary to pay all of its their liabilities and, unless otherwise provided by the Superior certificate of incorporation, 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 DNE DI exceeds and will exceed its their liabilities is no less than their respective stated capital; and that neither the Company nor any of its Subsidiaries is entering into the Transaction Acquisition or this Agreement with the intent to hinder, delay or defraud any creditor of the Company or any of its Subsidiaries; and (bi) a report from a third party, in form and substance satisfactory to the Agent and Co-Agent, regarding the adequacy of the insurance coverage on the assets of the Company and its Subsidiaries and (ii) 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 Co-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. Financial ------------------------------------------------------ Statements. On the Initial Borrowing Date, the Administrative Agent shall ---------- have received: (ia) 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 certificate from the chief financial officer of each of MMI addressed to the Company Administrative Agent and each of each Guarantor the Banks and dated the Initial Borrowing Date, in each case, addressed to the Agent, the Documentation Agent Date and each Bank, and reciting certifying that, both prior to and after giving effect to the Transaction and the incurrence of all financings contemplated therein and herein, the Company each such Borrower individually, and each of such Borrower and its Subsidiaries (on a stand-alone consolidated basis) are not insolvent and will not be rendered insolvent or inadequately capitalized for by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in their respective businesses they intend to conduct and have not and will not have incurred debts beyond their ability to pay such debts as they mature and that, upon consummation become due and that no proceeds of the Transaction, (x) the total Loans will be used to purchase 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 or capital 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 in connection with the intent to hinder, delay or defraud any creditor of the Company or any of its Subsidiaries; andTransaction; (b) evidence of insurance complying with the requirements of Section 7.03 for the business and properties of the Company MMI and its SubsidiariesSubsidiaries (including, without limitation, the MMI Business), in scope, form and substance reasonably satisfactory to the Administrative Agent and the Required Banks 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-non- payment of premium) prior written notice by the insurer to the Collateral Agent; (c) the annual audited consolidated financial statements and consolidating financial statements for the MMI Business for the most recently completed fiscal year and such other prior fiscal years as may be available, including balance sheets and statements of income and cash flow, and all of the foregoing shall have been audited by independent public accountants of recognized national standing and prepared in accordance with GAAP (and containing an unqualified opinion of such accountants) and shall be in form and substance satisfactory to the Administrative Agent and the Required Banks; (d) the unaudited balance sheets, statements of income and cash flow of the MMI Business for each fiscal month in 1997 ending on or before the Initial Borrowing Date, together with working capital detail of the MMI Business for the prior twelve months and working capital detail for each Borrower for the twelve months immediately succeeding the Initial Borrowing Date, and all of the foregoing shall be in form and substance satisfactory to the Administrative Agent and the Required Banks; and (e) such financial, business and other information regarding each Credit Party and its Subsidiaries as the Banks or the Administrative Agent shall have requested.

Solvency Certificate; Evidence of Insurance. On the Initial Borrowing Effective Date, the Agent shall have received: (i) a solvency opinion from Xxxxxxxx Xxxxx, in form and substance satisfactory to the Agent, and (iia) one or more solvency certificates in the form of EXHIBIT Exhibit I from the chief financial officer of the Company and or other Authorized Officer of each Guarantor Credit Party and dated the Initial Borrowing Effective Date, as the case may be, in each case, addressed to the Agent, the Documentation Agent and each BankLender, and reciting that, both prior to (in the case of the Initial Borrowing Date) and after giving effect to the Transaction and the incurrence of all financings contemplated herein, the Company and each of its Subsidiaries Credit Party (on a stand-alone basis) are is not and will not be rendered insolvent or inadequately capitalized for the respective businesses they intend business it intends to conduct and have does not and will not have incurred debts beyond their its ability to pay as they mature and that, upon consummation of the Transaction, (x) the total assets of Superior exceeds the Credit Party exceed the amount necessary to pay all of its liabilities and, unless otherwise provided by the Superior certificate of incorporation, 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 DNE Credit Party exceeds and will exceed its liabilities is no less than their respective its stated capital; and that neither the Company nor any of its Subsidiaries Credit Party is not entering into the Transaction this Agreement with the intent to hinder, delay or defraud any creditor of the Company or any of its SubsidiariesCredit Party; and (bi) a report from a third party, in form and substance satisfactory to the Agent, regarding the adequacy of the insurance coverage on the assets of the Credit Parties and (ii) evidence of insurance complying with the requirements of Section 7.03 7.3 for the business and properties of the Company and its SubsidiariesCredit Parties, 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 canceled 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.