Common use of Solvency Letter Clause in Contracts

Solvency Letter. (a) Parent shall use its reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing a letter ("Solvency Letter") from an independent third party selected by Parent and reasonably satisfactory to the Company (the "Appraiser") attesting that, immediately after the Effective Time, the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger and certain other financial information to be provided to the Appraiser by Parent and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency Letter. (b) Parent will request the Appraiser to deliver the Solvency Letter as promptly as practicable. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, providing the Appraiser with any information reasonably available to them necessary for the Appraiser's preparation of such letter.

Solvency Letter. (a) Parent shall use its all reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing a letter (the "Solvency Letter") from an independent third party selected by Parent the Board of Directors and reasonably satisfactory to the Company Parent (the "Appraiser") attesting that, immediately after the Effective Time, the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger and certain other financial information to be provided to the Appraiser by Parent and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Board of Directors of the Company. Except with the prior written consent of the Company's Board of Directors, Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency Letter. (b) Parent will request the Appraiser to promptly deliver the Solvency Letter as promptly as practicableand in any event, Parent will cause the Solvency Letter to be delivered prior to the Shareholders Meeting. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, providing the Appraiser with any information reasonably available to them necessary for the Appraiser's preparation of such letter.

Solvency Letter. (a) The Parent shall use its commercially reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing consummation of the Merger, a letter (the "Solvency Letter") from an independent third party selected by the Parent and reasonably satisfactory to the Company (the "Appraiser") attesting that, immediately after the Effective Time, the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will is not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger Mergers and certain other financial information to be provided to the Appraiser by the Parent and the Company and after giving effect to any changes in the Surviving CorporationCompany's assets and liabilities as a result of the Merger, the GranCare Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, the Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency LetterLetter (the "Solvency Letter Conditions"). (b) The Parent will request the Appraiser to deliver the Solvency Letter as promptly as practicable. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, limitations providing the Appraiser with any information reasonably available to them necessary for the Appraiser's preparation of such letter. (c) The Sub shall provide to the Board any appraisals, opinions or other statements relating to the solvency and adequate capitalization of the Surviving Corporation and the Surviving Corporation's ability to pay its debts, at the same time that such materials are given to any banks or other lenders in connection with the Merger.

Solvency Letter. (a) Parent Merger Company shall at its sole cost and expense engage, and use its commercially reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing cause, a letter ("Solvency Letter") from an independent third party reputable appraisal firm selected by Parent Merger Company and reasonably satisfactory to the Company (the "Appraiser") attesting to deliver to the Company and the Board at the Closing a letter addressed to Merger Company, the Company and the Board (the "Solvency Letter") to the effect that, immediately after the Effective TimeTime and after giving effect to the Merger, the Financing and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof), the Surviving Corporation: (i) will be solvent (i.e., in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), ; (ii) will not have adequate unreasonably small capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the . Merger and certain other financial information to be provided to the Appraiser by Parent and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency Letter. (b) Parent will request the Appraiser to deliver a form of the Solvency Letter as promptly as practicablepracticable but in no event later than five Business Days prior to the Closing Date. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, providing the Appraiser with any information reasonably available to them necessary for the Appraiser's preparation of such letter.

Solvency Letter. (a) Parent shall use its reasonable efforts to deliver to the Board of Directors of the Company prior to at the Closing a letter addressed to the Company and the Company’s Board of Directors ("the “Solvency Letter"”) from an independent third party selected by Parent and reasonably satisfactory to the Company (the "“Appraiser"”) attesting that, immediately after the Effective TimeTime and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation’s assets and liabilities as a result thereof), the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), ; (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon (A) the proposed financing structure for the Merger and (B) certain other financial information to be provided to the Appraiser by Parent and the Company Company, and after giving effect to any changes in (C) the Surviving Corporation's assets and liabilities as a result of assumption that the Merger Consideration constitutes fair value for the Outstanding Shares and the financing relating theretoCash In-The-Money Options. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, Parent will not consummate the Merger unless and until such the Company and its Board of Directors shall have received the Solvency Letter. (b) Parent will request the Appraiser to deliver a form of the Solvency Letter as promptly as practicablepracticable but in no event later than five (5) Business Days prior to the scheduled Closing Date. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, providing the Appraiser with any information reasonably available to them necessary for the Appraiser's ’s preparation of such letter. (c) The parties agree that the fees and expenses of the Appraiser incurred in connection with the preparation and delivery of the Solvency Letter shall be allocated among the parties hereto in accordance with Section 13.6. (d) Before engaging the Appraiser for the purposes of preparing the Solvency Letter, Parent shall obtain the prior written consent of the Company as to Parent’s selection of the Appraiser (which consent shall not be unreasonably withheld or delayed by the Company).

Solvency Letter. (a) The Parent shall use its commercially reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing consummation of the Merger, a letter (the "Solvency Letter") from an independent third party selected by the Parent and reasonably satisfactory to the Company (the "Appraiser") attesting that, immediately after the Effective Time, the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will is not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger Mergers and certain other financial information to be provided to the Appraiser by the Parent and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, the Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency LetterLetter (the "Solvency Letter Conditions"). (b) The Parent will request the Appraiser to deliver the Solvency Letter as promptly as practicable. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, limitations providing the Appraiser with any information reasonably available to them necessary for the Appraiser's preparation of such letter. (c) The Sub shall provide to the Board any appraisals, opinions or other statements relating to the solvency and adequate capitalization of the Surviving Corporation and the Surviving Corporation's ability to pay its debts, at the same time that such materials are given to any banks or other lenders in connection with the Merger.