Common use of Solvency/Indebtedness Clause in Contracts

Solvency/Indebtedness. Assuming satisfaction of the terms and conditions set forth herein, based on the financial condition of the Company as of the Closing Date, the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature. The Company does not intend to incur debts beyond its ability to pay such debts as they mature. The Seller has no knowledge of any facts or circumstances which lead it to believe that the Company will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured indebtedness of the Company, or for which the Company has commitments. The Company is not in default with respect to any indebtedness. At the Closing, there will be no outstanding liabilities, obligations or indebtedness of the Company whatsoever.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Zenitech Corp), Stock Purchase Agreement (Lyons Liquors Inc.), Stock Purchase Agreement (Nyc Moda Inc)

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Solvency/Indebtedness. Assuming satisfaction of the terms and conditions set forth herein, based on the financial condition of the Company as of the Closing Date, the fair saleable value of the Company’s 's assets exceeds the amount that will be required to be paid on or in respect of the Company’s 's existing debts and other liabilities (including known contingent liabilities) as they mature. The Company does not intend to incur debts beyond its ability to pay such debts as they mature. The Seller Company has no knowledge of any facts or circumstances which lead it to believe that the Company it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one (1) year from the Closing Date. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured indebtedness Indebtedness of the Company, or for which the Company has commitments. The Company is not in default with respect to any indebtednessIndebtedness. At the Closing, there will be no outstanding liabilities, obligations or indebtedness of the Company whatsoever.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Mattmar Minerals Inc), Common Stock Purchase Agreement (Mattmar Minerals Inc)

Solvency/Indebtedness. Assuming satisfaction of the terms and conditions set forth herein, based on the financial condition of the Company Seller as of the Closing Date, the fair saleable value of the Company’s Seller's assets exceeds the amount that will be required to be paid on or in respect of the Company’s Seller's existing debts and other liabilities (including known contingent liabilities) as they mature. The Company Seller does not intend to incur debts beyond its ability to pay such debts as they mature. The Seller has no knowledge of any facts or circumstances which lead it to believe that the Company it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured indebtedness Indebtedness of the CompanySeller, or for which the Company Seller has commitments. The Company Seller is not in default with respect to any indebtednessIndebtedness. At the Closing, there will be no outstanding liabilities, obligations or indebtedness of the Company Seller whatsoever.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newtown Lane Marketing Inc)

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Solvency/Indebtedness. Assuming satisfaction of the terms and conditions set forth herein, based on the financial condition of the Company Seller as of the Closing Date, the fair saleable value of the Company’s Seller's assets exceeds the amount that will be required to be paid on or in respect of the Company’s Seller's existing debts and other liabilities (including known contingent liabilities) as they mature. The Company Seller does not intend to incur debts beyond its ability to pay such debts as they mature. The Seller has no knowledge of any facts or circumstances which lead it to believe that the Company it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one (1) year from the Closing Date. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured indebtedness Indebtedness of the CompanySeller, or for which the Company Seller has commitments. The Company Seller is not in default with respect to any indebtednessIndebtedness. At the Closing, there will be no outstanding liabilities, obligations or indebtedness of the Company Seller whatsoever.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Aerobic Creations, Inc.)

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