Solvency Matters. The Company shall have delivered to the Purchasers on or before the Closing Date a solvency certificate executed by the chief financial officer of the Initial Credit Parties, dated the Closing Date and in a form and substance reasonably acceptable to the Purchasers.
Solvency Matters. 31 ARTICLE 6
Solvency Matters. (a) Ashland has received two solvency opinions of American Appraisal Associates, Inc. (“AAA”), copies of which are included in Section 7.11 of the Marathon Disclosure Letter (the “Initial AAA Opinions”), and the solvency opinion of HLHZ, a copy of which is included in Section 6.11 of the Ashland Disclosure Letter (the “Initial HLHZ Opinion” and, together with the Initial AAA Opinions, the “Initial Opinions”).
(b) As of the date of this Agreement, Ashland does not, and as of the Closing Date New Ashland Inc. will not, have any intention to declare a dividend or distribution or to complete a share repurchase using, directly or indirectly, proceeds received from the MAP Partial Redemption or the Capital Contribution; provided, however, that it is understood that New Ashland Inc. may pay cash dividends after the Closing consistent with historical cash dividends paid by Ashland prior to the Closing.
(c) As of the date of this Agreement, Ashland intends, and as of the Closing Date New Ashland Inc. will intend, to use the cash proceeds of the Capital Contribution pursuant to Section 1.03(b) only (i) for the uses described in the definition of Ashland Debt Obligation Amount or (ii) to pay other obligations owed to any of their respective creditors, and to use the cash proceeds of the MAP Partial Redemption pursuant to Section 1.01 only for the purposes described in clauses (i) and (ii) of this Section 6.11(c) and for general corporate purposes (including, potentially, business acquisitions) not inconsistent with Section 6.11(b).
(d) As of the Closing Date, Ashland, before consummation of the Transactions, and New Ashland Inc., after giving effect to the Transactions, will not be insolvent, as insolvency is defined under any of the Uniform Fraudulent Transfer Act, as approved by the National Conference of Commissioners on Uniform State Laws in 1984, as amended (the “UFTA”), the Uniform Fraudulent Conveyance Act, as approved by the National Conference of Commissioners on Uniform State Laws in 1918, as amended (the “UFCA”), and the U.S. Bankruptcy Code, Title 11 of the U.S.C., as amended (the “Bankruptcy Code”). Without limiting the generality of the foregoing, as of the Closing Date, with respect to each of Ashland, before consummation of the Transactions, and New Ashland Inc., after giving effect to the Transactions: (i) the sum of such entity’s debts will not be greater than all of such entity’s assets at a fair valuation (as such terms are defined in the UFTA), a...
Solvency Matters. (a) Parent and the Company will jointly agree to retain a mutually satisfactory appraisal firm (the "APPRAISER") to provide a letter to the Special Committee of the Board of Directors of the Company and the Board of Directors of the Parent (the "SOLVENCY LETTER") to the effect that the financing to be provided to Purchaser to effect the Offer and the Merger and the other transactions contemplated hereby will not cause (i) the fair salable value of the Surviving Corporation's assets to be less than the total amount of its existing liabilities and identified contingent liabilities, (ii) the fair salable value of the assets of the Surviving Corporation to be less than the amount that will be required to pay its probable liabilities on its existing debts as they mature, (iii) the Surviving Corporation not to be able to pay its existing debts as they mature or (iv) the Surviving Corporation to have an unreasonably small capital with which to engage in its business.
(b) The Appraiser will be requested to deliver a Solvency Letter as promptly as practicable. If the Appraiser is unable to deliver the Solvency Letter prior to the acceptance of Shares pursuant to the Offer or the Solvency Letter is not reasonably acceptable to the Special Committee of the Board of Directors of the Company (after reasonable efforts are made to remedy any deficiencies in the Solvency Letter), Parent and Purchaser covenant and agree that they shall not consummate the Offer.
Solvency Matters. The Company shall provide to its Board of Directors and Merger Sub any reports or opinions relating to the solvency of the Surviving Corporation that are prepared in connection with the financing pursuant to the Debt Financing Commitments and shall cause such reports and opinions to be addressed to the Board of Directors of the Company.
Solvency Matters. As soon as practicable after the date hereof, Seller shall engage a nationally recognized business valuation expert reasonably satisfactory to Purchaser (the "APPRAISER"), to provide an opinion to the effect that as of Effective Time after giving effect to (a) the consummation of the transactions contemplated hereby, including the transfer of the Transferred Assets and the Transferred Liabilities, and (b) the consummation of the Other Transaction, Seller (i) will own assets the fair saleable value of which is (1) greater than the total amount of its liabilities (including the amount of any contingent liabilities estimated on a reasonable basis based on the probability of incurrence of such contingent liabilities and the magnitude of such contingent liabilities were they to be fully incurred, whether or not such contingent liabilities meet the criteria for accrual under generally accepted accounting principles) and (2) greater than the amount that will be required to pay the probable liabilities of Seller's indebtedness as such becomes absolute and mature, (ii) has capital that is not unreasonably small in relation to Seller's business as currently conducted, or as will be conducted after giving effect to the consummation of the transactions contemplated hereby and the Other Transaction, and (iii) will be able to pay its indebtedness and other liabilities (including the reasonably anticipated amount of subordinated, unmatured, unliquidated and contingent liabilities) as they become due (the "SOLVENCY OPINION"). Seller shall provide all information to the Appraiser as may necessary to enable to the Appraiser to render the Solvency Opinion, shall cause the Appraiser to deliver the Solvency Opinion as soon as reasonably practicable after the date hereof, and shall cause the Appraiser to reaffirm the Solvency Opinion as of the Closing Date. Except as otherwise set forth on Schedule 8.18, all costs and expenses for the Appraiser shall be borne equally by Seller and Purchaser.
Solvency Matters. 51 Section 8.19 Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities.........................................................51 Section 8.20 Letters of Credit...................................................52
Solvency Matters. Buyer shall have provided to Seller, any solvency letters or similar opinions or certificates relating to the solvency and adequate capitalization of Buyer or the Company and/or the ability of Buyer or the Company to pay its debts that are given to any banks or other lenders in connection with the acquisition of the Stock at the same time as such letters, opinions or certificates are provided to such banks or other lenders.
Solvency Matters. (a) None of Aquila, the Vendor or the Sold Company is insolvent, nor has any Insolvency Event occurred with respect to any of them.
(b) Neither the Vendor nor the Sold Company is primarily, jointly or jointly and severally liable for, or provided a guarantee or indemnity in respect of, Indebtedness for Borrowed Money of any of its respective Affiliates.
Solvency Matters. 39 Article VIII CONDITIONS......................................................................
