Solvency of the Company. Since its formation 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 its 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 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 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 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. Immediately after giving effect to the transactions contemplated by this Agreement, (a) none of the Sellers, the Company or any of the Company Subsidiaries, shall have incurred Liabilities beyond its ability to pay such Liabilities as they mature or become due, (b) the then present fair salable value of the assets of each of the Sellers, the Company and the Company Subsidiaries shall exceed the amount required to pay their respective Liabilities (including the probable amount of all contingent liabilities) as they become absolute and matured, (c) the assets of each of the Sellers, the Company and each of the Company Subsidiaries, in each case at a fair valuation, shall exceed their respective Liabilities (including the probable amount of all contingent liabilities), and (d) none of the Sellers, the Company or the Company Subsidiaries shall have unreasonably small capital to carry on its business as presently conducted or as proposed to be conducted. 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 the Sellers, the Company or any Company Subsidiary.
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.
