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Common use of Solvency, etc Clause in Contracts

Solvency, etc. (a) At the Effective Time (and after giving effect to any right of contribution and subrogation), (i) the present fair saleable value of each Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately prior to and after giving effect to the making of each Credit Extension hereunder and the use of proceeds thereof, (i) the present fair saleable value of the assets of the Loan Parties, on a consolidated basis, will exceed the amount that will be required to pay the probable liability of the consolidated debts and other liabilities, contingent or otherwise, of the Loan Parties, as such debts and other liabilities become absolute and matured, and (ii) the Loan Parties, on a consolidated basis, will be “solvent,” will be able to pay their consolidated debts as they mature, will own consolidated property with “fair saleable value” greater than the amount required to pay their consolidated debts as they become absolute and matured and will not have “unreasonably small capital” on a consolidated basis with which to carry on their business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors).

Appears in 4 contracts

Samples: Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)

Solvency, etc. (a) At the Effective Time (and after giving effect to any right of contribution and subrogation), (i) the present fair saleable value of each Loan Party’s (other than UK Loan Parties) assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party (other than UK Loan Parties) will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). At the Effective Time, no Canadian Borrower is an “insolvent person” as defined in the Bankruptcy and Insolvency Act (Canada). (b) Immediately prior to and after giving effect to the making of each Credit Extension hereunder and the use of proceeds thereofthereof (and after giving effect to any right of contribution or subrogation), (i) the present fair saleable value of the assets of the Loan Parties, on a consolidated basis, will exceed the amount that will be required to pay the probable liability of the consolidated debts and other liabilities, contingent or otherwise, of the Loan Parties, as such debts and other liabilities become absolute and matured, and (ii) the Loan Parties, on a consolidated basis, will be “solvent,” will be able to pay their consolidated debts as they mature, will own consolidated property with “fair saleable value” greater than the amount required to pay their consolidated debts as they become absolute and matured and will not have “unreasonably small capital” on a consolidated basis with which to carry on their business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (c) At the Effective Time, no UK Loan Party will (i) (A) be unable to or have admitted its inability to pay its debts as they fall due, (B) be deemed to or have been declared to be unable to pay its debts under applicable law, (C) have suspended or threatened to suspend making payments on any of its debts or (D) by reason of actual or anticipated financial difficulties, have commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (ii) have aggregate assets that are less than its liabilities (taking into account contingent and prospective liabilities); or (iii) have had declared a moratorium in respect of any Debt.

Appears in 3 contracts

Samples: Credit Agreement (MIDDLEBY Corp), Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)

Solvency, etc. (a) At On the Effective Time (Date, and immediately prior to and after giving effect to any right the Transactions and to the issuance of contribution each Letter of Credit and subrogationeach Borrowing hereunder and the use of the proceeds thereof, with respect to the Borrower, individually, (a) the fair value of its assets is greater than the amount of its liabilities (including contingent liabilities), (ib) the present fair saleable value of each Loan Party’s its assets will exceed is not less than the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay on its debts as they become absolute and matured, (c) it is able to pay its debts and other liabilities (including contingent liabilities) as they become absolute and matured in the ordinary course of business, (d) it does not intend to, and will does not have “believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (e) it is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital” with which to carry on its business ; provided that, the amount of contingent liabilities at any time shall be computed as then constituted (all quoted terms used the amount that, in the foregoing clause (ii) having light of all the respective meanings given thereto in applicable federal facts and state laws governing determinations of circumstances existing at such time, represents the insolvency of debtors)amount that can reasonably be expected to become an actual or matured liability. (b) Immediately On the Effective Date, and immediately prior to and after giving effect to the making of Transactions and each Credit Extension Borrowing hereunder and the use of the proceeds thereof, (ia) the fair value of the assets of the Loan Parties (on a Consolidated basis) is greater than the amount of the liabilities (including contingent liabilities), (b) the present fair saleable value of the assets of the Loan Parties, Parties (on a consolidated Consolidated basis, will exceed ) is not less than the amount that will be required to pay the probable liability of the consolidated debts and other liabilities, contingent or otherwise, of the Loan Parties, as such debts and other liabilities become absolute and matured, and Parties (ii) the Loan Parties, on a consolidated Consolidated basis, will be “solvent,” will be able to pay ) on their consolidated debts as they mature, will own consolidated property with “fair saleable value” greater than the amount required to pay their consolidated debts as they become absolute and matured, (c) the Loan Parties (on a Consolidated basis) are able to pay their debts and other liabilities (including contingent liabilities) as they become absolute and matured in the ordinary course of business, (d) the Loan Parties do not intend to, and will do not have “believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature, and (e) the Loan Parties (on a Consolidated basis) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute unreasonably small capital” on a consolidated basis with which to carry on their business ; provided that, the amount of contingent liabilities at any time shall be computed as then constituted (all quoted terms used the amount that, in the foregoing clause (ii) having light of all the respective meanings given thereto in applicable federal facts and state laws governing determinations of circumstances existing at such time, represents the insolvency of debtors)amount that can reasonably be expected to become an actual or matured liability.

Appears in 2 contracts

Samples: Credit Agreement (Globant S.A.), Credit Agreement (Globant S.A.)

Solvency, etc. (a) At On the Effective Time (and after giving effect to any right of contribution and subrogation), (i) the present fair saleable value of each Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and maturedDate, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately immediately prior to and after giving effect to the making of each Credit Extension Loans hereunder and the use of the proceeds thereof, (ia) the fair value of the property of the Borrower and its Subsidiaries (on a consolidated basis) is greater than the total amount of the liabilities, including contingent liabilities, of the Borrower and its Subsidiaries (on a consolidated basis), (b) the present fair saleable salable value of the assets of the Loan Parties, Borrower and its Subsidiaries (on a consolidated basis, will exceed ) is not less than the amount that will be required to pay the probable liability of the consolidated debts Borrower and other liabilities, contingent or otherwise, of the Loan Parties, as such debts and other liabilities become absolute and matured, and its Subsidiaries (ii) the Loan Parties, on a consolidated basis, will be “solvent,” will be able to pay ) on their consolidated debts as they mature, will own consolidated property with “fair saleable value” greater than the amount required to pay their consolidated debts as they become absolute and matured matured, (c) the Borrower and will its Subsidiaries do not have “intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature, (d) the Borrower and its Subsidiaries (on a consolidated basis) are not engaged in business or a transaction, and are not about to engage in 57 Credit Agreement business or a transaction, for which their property would constitute an unreasonably small capital” on a consolidated basis with which , and (e) the Borrower and its Subsidiaries are able to carry on pay their business debts and liabilities, contingent obligations and other commitments as then constituted (all quoted terms used they become absolute and matured in the foregoing clause (ii) having ordinary course of business. For the respective meanings given thereto purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in applicable federal and state laws governing determinations light of all of the insolvency facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of debtorswhether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

Appears in 1 contract

Samples: Credit Agreement (Formfactor Inc)

Solvency, etc. (a) At On the Effective Time (Closing Date, both immediately before and after giving effect to any right of contribution the transactions contemplated hereby and subrogation), (i) by the present fair saleable value of each other Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and maturedDocuments, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately thereafter immediately prior to and after giving effect to the making issuance of each Letter of Credit Extension and each borrowing hereunder and the use of the proceeds thereof, (i) the fair value of the assets of the Borrower, at a fair valuation, will exceed the debts and liabilities, as determined in accordance with GAAP, of the Borrower; the present fair saleable value of the assets of the Loan Parties, on a consolidated basis, Borrower will exceed be greater than the amount that will be required to pay the probable liability of the consolidated Borrower on its debts and other liabilities, contingent or otherwise, of the Loan Partiesliabilities as determined in accordance with GAAP, as such debts and other liabilities become absolute and matured; the Borrower will be able to pay its debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Borrower will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted after the date thereof. The Borrower does not intend to, or to permit any of its Subsidiaries to, and (ii) the Loan Partiesdoes not believe that it or any of its Subsidiaries will, on a consolidated basis, will be “solvent,” will be able incur debts beyond their ability to pay their consolidated such debts as they mature, will own consolidated property with “fair saleable value” greater than taking into account the amount required timing of and amounts of cash to pay their consolidated debts as they become absolute be received by them or any such Subsidiary and matured and will not have “unreasonably small capital” on a consolidated basis with which to carry on their business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations timing of the insolvency amounts of debtors)cash to be payable on or in respect of their Debt or the Debt of such Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Russ Berrie & Co Inc)

Solvency, etc. (a) At On the Effective Time (Closing Date, both immediately before and after giving effect to any right of contribution the transactions contemplated hereby and subrogation), (i) by the present fair saleable value of each other Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and maturedDocuments, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately thereafter immediately prior to and after giving effect to the making issuance of each Letter of Credit Extension and each borrowing hereunder and the use of the proceeds thereof, (i) the fair value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, as determined in accordance with GAAP, of the Loan Parties and their Subsidiaries on a consolidated basis; the present fair saleable value of the assets of the Loan Parties, Parties and their Subsidiaries on a consolidated basis, basis will exceed be greater than the amount that will be required to pay the probable liability of the Loan Parties and their Subsidiaries on a consolidated basis on their debts and other liabilities, contingent or otherwise, of the Loan Partiesas determined in accordance with GAAP, as such debts and other liabilities become absolute and matured; the Loan Parties and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Loan Parties and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof. The Loan Parties do not intend to, or to permit any of their Subsidiaries to, and (ii) the Loan Partiesdo not believe that they or any of their Subsidiaries will, on a consolidated basis, will be “solvent,” will be able incur debts beyond their ability to pay their consolidated such debts as they mature, will own consolidated property with “fair saleable value” greater than taking into account the amount required timing of and amounts of cash to pay their consolidated debts as they become absolute be received by them or any such Subsidiary and matured and will not have “unreasonably small capital” on a consolidated basis with which to carry on their business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations timing of the insolvency amounts of debtors)cash to be payable on or in respect of their Debt or the Debt of such Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Russ Berrie & Co Inc)

Solvency, etc. (a) At On the Effective Time (Closing Date, and immediately prior to and after giving effect to the Transactions on the Closing Date and, on the date of the making of any right Loan or issuance of contribution a Letter of Credit, each Borrowing and subrogation)issuance of each Letter of Credit hereunder on such date and the use of the proceeds thereof, with respect to (i) each Loan Party individually, and (ii) Holdings and its Subsidiaries taken as whole, (ia) the fair value of its or their assets is greater than the amount of its or their liabilities (including disputed, subordinated, contingent and unliquidated liabilities) as such value is established and liabilities evaluated, (b) the present fair saleable value of each Loan Party’s its or their assets will exceed is not less than the amount that will be required to pay the probable liability of on its debts and other liabilities, contingent or otherwise, as such their debts and other liabilities as they become absolute and matured, and (iic) each Loan Party will be “solvent,” will be it is, or they are, able to realize upon its or their assets and pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately prior to and after giving effect to the making of each Credit Extension hereunder and the use of proceeds thereof, (i) the present fair saleable value of the assets of the Loan Parties, on a consolidated basis, will exceed the amount that will be required to pay the probable liability of the consolidated or their debts and other liabilitiesliabilities (including disputed, subordinated, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it or otherwisethey do not intend to, of the Loan Partiesand do not believe that it or they will, incur debts or liabilities beyond its or their ability to pay as such debts and other liabilities become absolute and maturedmature, and (iie) the Loan Partiesit is, on or they are, not engaged in business or a consolidated basistransaction, will be “solvent,” will be able and is or are not about to pay engage in business or a transaction, for which its or their consolidated debts as they mature, will own consolidated property with “fair saleable value” greater than the amount required to pay their consolidated debts as they become absolute and matured and will not have “would constitute unreasonably small capital” on a consolidated basis with which to carry on their business ; provided that, the amount of contingent liabilities at any time shall be computed as then constituted (all quoted terms used the amount that, in the foregoing clause (ii) having light of all the respective meanings given thereto in applicable federal facts and state laws governing determinations of circumstances existing at such time, represents the insolvency of debtors)amount that can reasonably be expected to become an actual or matured liability.

Appears in 1 contract

Samples: Credit Agreement (IBEX LTD)

Solvency, etc. (a) At On the Effective Time (and after giving effect to any right of contribution and subrogation)Closing Date, (i) the present fair saleable value of each Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately prior to both immediately before and after giving effect to the making of each Credit Extension hereunder Spin-Off and the use other Related Transactions contemplated hereby and by the other Loan Documents and the Related Agreements, the fair value of proceeds thereofthe assets of the Company and its Subsidiaries on a consolidated basis, (i) at a fair valuation on a going concern basis, will exceed the debts and liabilities, as determined in accordance with GAAP, of the Company and its Subsidiaries on a consolidated basis; the present fair saleable value of the assets of the Loan Parties, Company and its Subsidiaries on a consolidated basis, determined on a going concern basis, will exceed be greater than the amount that will be required to pay the probable liability of the Company and its Subsidiaries on a consolidated basis on their debts and other liabilities, contingent or otherwise, of the Loan Partiesas determined in accordance with GAAP, as such debts and other liabilities become absolute and matured, ; the Company and (ii) the Loan Parties, its Subsidiaries on a consolidated basis, will be “solvent,” basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Company and its Subsidiaries on a consolidated debts basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as they maturesuch businesses are now conducted and are proposed to be conducted after the date hereof. (b) On the Closing Date, both immediately before and after giving effect to the Spin-Off and the other Related Transactions contemplated hereby and by the other Loan Documents and the Related Agreements, and thereafter immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, the fair value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis, at a fair valuation on a going concern basis, will own exceed the debts and liabilities, as determined in accordance with GAAP, of the Loan Parties and their Subsidiaries on a consolidated property with “basis; the present fair saleable value” value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis, determined on a going concern basis, will be greater than the amount that will be required to pay the probable liability of the Loan Parties and their consolidated debts as they become absolute and matured and will not have “unreasonably small capital” Subsidiaries on a consolidated basis on their debts and other liabilities, as determined in accordance with GAAP, as such debts and other liabilities become absolute and matured; the Loan Parties and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Loan Parties and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to carry on their business conduct the businesses in which they are engaged as then constituted (all quoted terms used in such businesses are now conducted and are proposed to be conducted after the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors)date hereof.

Appears in 1 contract

Samples: Credit Agreement (Russ Berrie & Co Inc)

Solvency, etc. (a) At On the Effective Time (and after giving effect to any right of contribution and subrogation)Closing Date, (i) the present fair saleable value of each Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately prior to both immediately before and after giving effect to the making of each Credit Extension hereunder Spin-Off and the use other Related Transactions contemplated hereby and by the other Loan Documents and the Related Agreements, the fair value of proceeds thereofthe assets of the Company and its Subsidiaries on a consolidated basis, (i) at a fair valuation on a going concern basis, will exceed the debts and liabilities, as determined in accordance with GAAP, of the Company and its Subsidiaries on a consolidated basis; the present fair saleable value of the assets of the Loan Parties, Company and its Subsidiaries on a consolidated basis, basis on a going concern basis will exceed be greater than the amount that will be required to pay the probable liability of the Company and its Subsidiaries on a consolidated basis on their debts and other liabilities, contingent or otherwise, of the Loan Partiesas determined in accordance with GAAP, as such debts and other liabilities become absolute and matured, ; the Company and (ii) the Loan Parties, its Subsidiaries on a consolidated basis, will be “solvent,” basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Company and its Subsidiaries on a consolidated debts basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as they maturesuch businesses are now conducted and are proposed to be conducted after the date hereof. (b) On the Closing Date, both immediately before and after giving effect to the Spin-Off and the other Related Transactions contemplated hereby and by the other Loan Documents and the Related Agreements, and thereafter immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, the fair value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis, at a fair valuation on a going concern basis, will own exceed the debts and liabilities, as determined in accordance with GAAP, of the Loan Parties and their Subsidiaries on a consolidated property with “basis; the present fair saleable value” value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis on a going concern basis will be greater than the amount that will be required to pay the probable liability of the Loan Parties and their consolidated debts as they become absolute and matured and will not have “unreasonably small capital” Subsidiaries on a consolidated basis on their debts and other liabilities, as determined in accordance with GAAP, as such debts and other liabilities become absolute and matured; the Loan Parties and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Loan Parties and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to carry on their business conduct the businesses in which they are engaged as then constituted (all quoted terms used in such businesses are now conducted and are proposed to be conducted after the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors)date hereof.

Appears in 1 contract

Samples: Credit Agreement (Russ Berrie & Co Inc)

Solvency, etc. (a) At the Effective Time (and after giving effect to any right of contribution and subrogation), On (i) the present fair saleable value of each Loan Party’s assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilitiesClosing Date, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party will be “solvent,” will be able to pay its debts as they mature, will own property with “fair saleable value” greater than the amount required to pay its debts as they become absolute and matured and will not have “unreasonably small capital” with which to carry on its business as then constituted CoCaLo Closing Date (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately prior to both immediately before and after giving effect to the making CoCaLo Acquisition) and (iii) the LaJobi Closing Date (both immediately before and after giving effect to the LaJobi Acquisition), the fair value of each Credit Extension hereunder the assets of the Parent and its Subsidiaries on a consolidated basis, at a fair valuation on a going concern basis, will exceed the use debts and liabilities, as determined in accordance with GAAP, of proceeds thereof, (i) the Parent and its Subsidiaries on a consolidated basis; the present fair saleable value of the assets of the Loan Parties, Parent and its Subsidiaries on a consolidated basis, determined on a going concern basis, will exceed be greater than the amount that will be required to pay the probable liability of the Parent and its Subsidiaries on a consolidated basis on their debts and other liabilities, contingent or otherwise, of the Loan Partiesas determined in accordance with GAAP, as such debts and other liabilities become absolute and matured, ; the Parent and (ii) the Loan Parties, its Subsidiaries on a consolidated basis, will be “solvent,” basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Parent and its Subsidiaries on a consolidated debts basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as they maturesuch businesses are now conducted and are proposed to be conducted after the date hereof. (b) On (i) the Closing Date, (ii) the CoCaLo Closing Date (both immediately before and after giving effect to the CoCaLo Acquisition) and (iii) the LaJobi Closing Date (both immediately before and after giving effect to the LaJobi Acquisition) and, in each case, thereafter immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, the fair value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis, at a fair valuation on a going concern basis, will own exceed the debts and liabilities, as determined in accordance with GAAP, of the Loan Parties and their Subsidiaries on a consolidated property with “basis; the present fair saleable value” value of the assets of the Loan Parties and their Subsidiaries on a consolidated basis, determined on a going concern basis, will be greater than the amount that will be required to pay the probable liability of the Loan Parties and their consolidated debts as they become absolute and matured and will not have “unreasonably small capital” Subsidiaries on a consolidated basis on their debts and other liabilities, as determined in accordance with GAAP, as such debts and other liabilities become absolute and matured; the Loan Parties and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, as determined in accordance with GAAP, as such debts and liabilities become absolute and matured; and the Loan Parties and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to carry on their business conduct the businesses in which they are engaged as then constituted (all quoted terms used in such businesses are now conducted and are proposed to be conducted after the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors)date hereof.

Appears in 1 contract

Samples: Credit Agreement (Russ Berrie & Co Inc)

Solvency, etc. (a) At the Effective Time (and after giving effect to any right of contribution and subrogation), (i) the present fair saleable value of each Loan Party’s 's assets will exceed the amount that will be required to pay the probable liability of its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (ii) each Loan Party will be "solvent," will be able to pay its debts as they mature, will own property with "fair saleable value" greater than the amount required to pay its debts as they become absolute and matured and will not have "unreasonably small capital" with which to carry on its business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors). (b) Immediately prior to and after giving effect to the making of each Credit Extension hereunder and the use of proceeds thereof, (i) the present fair saleable value of the assets of the Loan Parties, on a consolidated basis, will exceed the amount that will be required to pay the probable liability of the consolidated debts and other liabilities, contingent or otherwise, of the Loan Parties, as such debts and other liabilities become absolute and matured, and (ii) the Loan Parties, on a consolidated basis, will be "solvent," will be able to pay their consolidated debts as they mature, will own consolidated property with "fair saleable value" greater than the amount required to pay their consolidated debts as they become absolute and matured and will not have "unreasonably small capital" on a consolidated basis with which to carry on their business as then constituted (all quoted terms used in the foregoing clause (ii) having the respective meanings given thereto in applicable federal and state laws governing determinations of the insolvency of debtors).

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)