Solvency; No Fraudulent Conveyance. Immediately following the Closing, and assuming the accuracy of the representations and warranties set forth in Article III of this Agreement and that the Acquired Company Entities satisfy the following statement immediately prior to the Closing, Purchaser and the Acquired Company Entities will be solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws.
Solvency; No Fraudulent Conveyance. Purchaser is not Insolvent and ---------------------------------- will not become Insolvent as a result of entering into and consummating this Agreement and the purchase of the Property, including the Leases and Contracts, and the Obligations in accordance with the terms hereof, nor are the transfers to be made hereunder or obligations incurred in connection herewith made or incurred by Purchaser with any intent to hinder, delay or defraud any creditors to which Purchaser is or becomes indebted. Purchaser is not engaged in business or any transactions, including the transactions contemplated hereunder, or about to engage in any business or transactions, for which any remaining property of Purchaser is unreasonably small capital, nor does Purchaser intend to incur or believe that it will incur, debts that would be beyond its ability to pay as such debts matured. Purchaser acknowledges that it is receiving new, fair, reasonably equivalent value in exchange for the transfers and obligations contemplated by this Agreement, and affirmatively represents that its entry into this Agreement and consummation of the transactions contemplated hereby does not constitute a fraudulent conveyance or preferential transfer under the Bankruptcy Code or any other federal, state or local laws affecting the rights of creditors generally. Purchaser's representations and warranties in this Section 5.1 and Section ----------- ------- 7.22 below are expressly limited to and shall automatically be deemed to expire ---- and terminate on the date which is 270 days from the Closing Date ("Survival Period"), except for claims for which Seller has given written notice as set forth below prior to the expiration of the Survival Period, whereupon Seller shall have the rights and remedies set forth in Article VI. Notwithstanding the ---------- foregoing, no rights or remedies shall be deemed to accrue on account of a breach of any such representations or warranties unless and until: (1) Seller shall have given Purchaser written notice specifying in reasonable detail any alleged breach prior to the expiration of the Survival Period; and (2) Purchaser shall have failed to cure (which may include bonding over a defect in a manner reasonably agreed to by Seller) any breach within thirty (30) days, or such longer period of time as is reasonable under the circumstances if such breach is susceptible to cure, not to exceed one hundred and twenty (120) days after receipt of notice from Seller, provid...
Solvency; No Fraudulent Conveyance. Seller is not Insolvent and ---------------------------------- will not become Insolvent as a result of entering into and consummating this Agreement and the sale of the Property, including the Leases and Contracts, and the Obligations in accordance with the terms hereof, nor are the transfers to be made hereunder or obligations incurred in connection herewith made or incurred by Seller with any intent to hinder, delay or defraud any creditors to which Seller is or becomes indebted. Seller is not engaged in business or any transactions, including the transactions contemplated hereunder, or about to engage in any business or transactions, for which any remaining property of Seller is unreasonably small capital, nor does Seller intend to incur or believe that it will incur, debts that would be beyond its ability to pay as such debts matured. Seller acknowledges that it is receiving new, fair, reasonably equivalent value in exchange for the transfers and obligations contemplated by this Agreement, and affirmatively represents that its entry into this Agreement and consummation of the transactions contemplated hereby does not constitute a fraudulent conveyance or preferential transfer as to Seller under the Bankruptcy Code or any other federal, state or local laws affecting the rights of creditors generally.
Solvency; No Fraudulent Conveyance. Immediately following Closing, the Target Companies and the Target Subsidiaries will be solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws, and the transactions contemplated hereby do not constitute fraudulent transfers or fraudulent conveyances under such Laws.
Solvency; No Fraudulent Conveyance. Immediately following the Closing, Buyer, the Companies and the AEC Subsidiary taken as a whole, shall be able to pay its debts as they become due and shall own property having a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, Buyer, the Companies and the AEC Subsidiary, taken as a whole, shall have adequate capital to carry on their Business Operations. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Buyer.
Solvency; No Fraudulent Conveyance. (a) No insolvency proceeding of any character including bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller (other than as a creditor) or any of the Assets are pending or are being contemplated by Seller, or are being threatened in writing against Seller by any other Person, and Seller has not made any assignment for the benefit of creditors or taken any action that would ordinarily result in the institution of such insolvency proceedings.
Solvency; No Fraudulent Conveyance. Assignor represents and warrants that it is not Insolvent and will not become Insolvent as a result of entering into this Assignment or the transactions contemplated hereby; that this Assignment is not being made by Assignor with any intent to hinder, delay or defraud any creditors to which Assignor is or may hereafter become indebted; that Assignor is not engaged in business or any transactions, including the transactions contemplated hereunder, or is about to engage in any business or any transactions, for which any of his remaining property is unreasonably small capital; and that he does not intend to incur or believe that he will incur, debts that would be beyond his ability to pay as such debts mature. Assignor acknowledges that he is receiving new, fair, reasonably equivalent value in exchange for this Assignment and the transactions contemplated hereby, and affirmatively represents that neither his entry into this Assignment nor the consummation of the transactions contemplated hereby constitutes a fraudulent conveyance or preferential transfer under the Bankruptcy Code or any other federal, state or local laws affecting the rights of creditors generally.
Solvency; No Fraudulent Conveyance. Immediately after giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, Seller will: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business. Specifically, immediately after giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, Seller will not be insolvent within the meaning of 11. U.S.C. § 101(32), Section 4245 of ERISA, or the Uniform Voidable Transactions Act, Uniform Fraudulent Transfer Act, or similar state law. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement and the Ancillary Agreements with the intent to hinder, delay or defraud either present or future creditors of Seller or any of its Affiliates. In connection with the transactions contemplated by this Agreement and the Ancillary Agreements, Seller has not incurred debts beyond its ability to pay as they become absolute and matured. To the Knowledge of Seller there is no threatened bankruptcy or insolvency proceedings against it.
Solvency; No Fraudulent Conveyance. Immediately following the Closing, Buyer will be solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance laws, and, to Buyer’s Knowledge, the transactions contemplated hereby do not constitute fraudulent transfers or fraudulent conveyances under such Laws.
Solvency; No Fraudulent Conveyance. Immediately prior to the Closing and immediately after giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, Buyer will be solvent for all purposes including under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws, and the transactions contemplated hereby do not constitute fraudulent transfers or fraudulent conveyances under such Laws. For purposes hereof, the term “solvent” means that: (a) the fair, salable value of Buyer’s tangible assets is in excess of the total amount of its liabilities (including, for purposes of this definition, all liabilities, whether or not reflected on a balance sheet prepared in accordance with generally accepted accounting principles, and whether direct or indirect, fixed or contingent, secured or unsecured, and disputed or undisputed); (b) Buyer is able to pay its debts or obligations in the ordinary course as they mature and does not intend to incur debts or obligations beyond its ability to pay in the ordinary course as they become due; and (c) Buyer has capital sufficient to carry on the operation of its business, and does not have unreasonably small capital with which to engage in its business. No transfer of property or assets is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement and the Ancillary Agreements with the intent to hinder, delay or defraud either present or future creditors of the Technology Business. As of the Closing Date, there are no threatened or pending bankruptcy or insolvency proceedings of Buyer or any of their Affiliates.
