Solvency of the Company Sample Clauses
Solvency of the Company. Since December 31, 2010 and through the Closing Date, the Company has been and will be solvent. "Solvent" shall mean, for purposes of application of this provision, that: (i) the fair saleable value of the Company's property is in excess of the total amount of their debts; and (ii) the Company is able to pay its debts as they mature.
Solvency of the Company. 8.1 No proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Company threatened) for its winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator or similar officer in relation to any of the Company’s assets or revenues.
8.2 The Company undertakes to inform the Authority as soon as reasonably practicable of any proposed meetings of creditors which relate to the Company's business.
Solvency of the Company. The fair saleable value of the business and assets of the Company, upon giving effect to the transactions contemplated hereby, will be in excess of the amount that will be required to pay the probable liabilities of the Company (including contingent, subordinated, unmatured and unliquidated liabilities) on existing debts as they may become absolute and matured. The Company, upon giving effect to the transactions contemplated hereby, will not be engaged in any business or transaction, or about to engage in any business or transaction, for which the Company has an unreasonably small capital, and the Company has no intent (a) to hinder, delay or defraud any entity to which it is, or will become, on or after the Closing Date, indebted, or (b) to incur debts that would be beyond its ability to pay as they mature.
Solvency of the Company. The Parent shall furnish or cause to be furnished to the Company copies of any solvency opinions or similar materials obtained from third parties in connection with the financing of the transactions contemplated by this Agreement, to the extent contractually permitted by the issuer of such opinion. The Parent shall use reasonable efforts to cause the firms issuing any such solvency opinions to allow the Company to rely thereon; provided that no material fee or expense is associated with obtaining such reliance.
Solvency of the Company. The Company will be solvent under GAAP following each receipt of an advance under the Convertible Notes.
Solvency of the Company. As of the date of this Agreement, and as of the Effective Time, before and after giving effect to the Transactions, the Company is, and will be, Solvent.
Solvency of the Company. The Company is, and immediately after the Closing Time will be, Solvent. As used herein, the term "Solvent" means, with respect to the Company on a particular date, that on such date (a) the fair market value of the assets of the Company is greater than the total amount of liabilities (including contingent liabilities) of the Company, (b) the present fair salable value of the assets of the Company is greater than the amount that will be required to pay the probable liabilities of the Company on its debts as they become absolute and matured, (c) the Company is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (d) the Company does not have unreasonably small capital.
Solvency of the Company. Immediately after giving effect to the transactions contemplated by this Agreement (after the assets of the Company shall have become subject to any liens of Parent’s and its Subsidiaries financing sources) and at the Effective Time, the Company will be Solvent.
Solvency of the Company. As of the Closing Date and after giving effect to the Acquisition and the other transactions contemplated hereby, (a) the aggregate value of all of the assets of the GMH Companies, at a fair valuation (determined in accordance with applicable law), will exceed the total liabilities of such GMH Company (including contingent, subordinated, unmatured and unliquidated liabilities); (b) each GMH Company will be able to pay its debts as they mature; (c) neither of the GMH Companies will have unreasonably small capital for the business in which it is proposed to be engaged; and (d) each of the GMH Companies will be able to satisfy in full any final judgment which either results from an action for money damages pending against it on the Closing Date or was a judgment in such an action docketed against it on the Closing Date. For purposes of this section 5.21, the "fair valuation" of any asset will be that amount which may be realized within a reasonable time, either through collection or sale of such asset at fair market value, defining the latter as the amount which could be obtained for the property in question within such period by a willing seller from a willing buyer, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both. None of the GMH Companies has any intent to hinder, delay or defraud any entity to which it is, or will become, on or after the Closing Date, indebted or to incur debts that would be beyond its ability to pay as they mature.
Solvency of the Company. The Company is and after consummation of the transactions contemplated by this Agreement (including the purchase and sale of the Notes), and after giving effect to all obligations incurred by the Company in connection herewith, will be, Solvent.