Common use of Solvency of the Surviving Corporation Clause in Contracts

Solvency of the Surviving Corporation. Assuming the accuracy, in all material respects, of the representations and warranties of the Company set forth in this Agreement, immediately after giving effect to the Transactions and actions taken in connection with the Transactions, the Surviving Corporation will be Solvent. For purposes of this Agreement, the Surviving Corporation shall be deemed “Solvent” so long as: (i) each of the Surviving Corporation and its Subsidiaries shall not have incurred debts beyond its ability to pay such debts as they mature or become due; (ii) the then present fair salable value of the assets of each of the Surviving Corporation and its Subsidiaries shall exceed the amount that shall be required to pay their liabilities (including the amount necessary to provide for contingent liabilities) and their respective debts as they become absolute and mature; (iii) the assets of each of the Surviving Corporation and its Subsidiaries, in each case at a fair valuation, shall exceed their respective debts (including the amount necessary to provide for contingent liabilities); and (iv) each of the Surviving Corporation and its Subsidiaries shall not have unreasonably small capital to carry on their respective businesses, as presently 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 any present or future creditors of the Surviving Corporation and its Subsidiaries.

Solvency of the Surviving Corporation. Assuming the accuracy, in all material respects, of the representations and warranties of the Company set forth in this Agreement, immediately after giving effect to the Transactions transactions contemplated by this Agreement and actions taken in connection with the Transactionsfinancing of these transactions, the Surviving Corporation will shall be Solvent. For purposes of this Agreement, the Surviving Corporation shall be deemed “Solvent” so long as: (i) each of the Surviving Corporation and its Subsidiaries shall not have incurred debts beyond its ability to pay such debts as they mature or become due; (ii) the then present fair salable value of the assets of each of the Surviving Corporation and its Subsidiaries shall exceed the amount that shall be required to pay their liabilities (including the amount necessary to provide for contingent liabilities) and their respective debts as they become absolute and mature; (iii) the assets of each of the Surviving Corporation and its Subsidiaries, in each case at a fair valuation, shall exceed their respective debts (including the amount necessary to provide for contingent liabilities); and (iv) each of the Surviving Corporation and its Subsidiaries shall not have unreasonably small capital to carry on their respective businessesbusiness, either (A) as presently conducted or (B) as intended by Parent 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 any present or future creditors of the Surviving Corporation and its Subsidiaries.

Solvency of the Surviving Corporation. Assuming the accuracy, in all material respects, As of the representations and warranties Effective Time, assuming satisfaction of the Company set forth in this Agreementconditions to Parent's obligation to consummate the Merger, immediately or waiver of such conditions, and after giving effect to all of the Transactions transactions contemplated by this Agreement, and actions taken in connection with the Transactionsfinancing of these transactions, the Surviving Corporation will shall be Solvent. For purposes of this Agreement, the Surviving Corporation shall be deemed “"Solvent” " so long as, as of the Effective Time: (i) each of the Surviving Corporation and its Subsidiaries shall will not have incurred debts beyond its ability to pay such debts as they mature or become due; , (ii) the then present fair salable value of the assets of each of the Surviving Corporation and its Subsidiaries shall will exceed the amount that shall will be required to pay their liabilities (including the amount necessary to provide for contingent liabilities) and their respective debts as they become absolute and mature; , (iii) the assets of each of the Surviving Corporation and its Subsidiaries, in each case at a fair valuation, shall will exceed their respective debts (including the amount necessary to provide for contingent liabilities); ) and (iv) each of the Surviving Corporation and its Subsidiaries shall will not have unreasonably small capital to carry on their respective businessesbusiness, either (a) as presently conducted or (b) as intended by Parent 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 any present or future creditors of the Surviving Corporation and its Subsidiaries.

Solvency of the Surviving Corporation. Assuming the accuracy, in all material respects, of the representations and warranties of the Company set forth in this Agreement, immediately Immediately after giving effect to the Transactions transactions contemplated by this Agreement and actions taken in connection with the Transactionsfinancing of these transactions, the Surviving Corporation will be Solvent. For purposes of this Agreement, the Surviving Corporation shall be deemed “Solvent” so long as: (i) each of the Surviving Corporation and its Subsidiaries shall will not have incurred debts beyond its ability to pay such debts as they mature or become due; , (ii) the then present fair salable value of the assets of each of the Surviving Corporation and its Subsidiaries shall will exceed the amount that shall will be required to pay their liabilities (including the amount necessary to provide for contingent liabilities) ), and their respective debts as they become absolute and mature; , (iii) the assets of each of the Surviving Corporation and its Subsidiaries, in each case at a fair valuation, shall will exceed their respective debts (including the amount necessary to provide for contingent liabilities); ) and (iv) each of the Surviving Corporation and its Subsidiaries shall will not have unreasonably small capital to carry on their respective businessesbusiness, either (a) as presently conducted or (b) as intended by Parent 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 any present or future creditors of the Surviving Corporation and its Subsidiaries.

Solvency of the Surviving Corporation. Assuming the accuracy, in all material respects, of the representations and warranties of the Company set forth in this Agreement, immediately after giving effect to the Transactions transactions contemplated by this Agreement and actions taken in connection with the Transactionsfinancing of these transactions, the Surviving Corporation will shall be Solvent. For purposes of this Agreement, the Surviving Corporation shall be deemed “"Solvent” " so long as: (i) each of the Surviving Corporation and its Subsidiaries shall not have incurred debts beyond its ability to pay such debts as they mature or become due; (ii) the then present fair salable value of the assets of each of the Surviving Corporation and its Subsidiaries shall exceed the amount that shall be required to pay their liabilities (including the amount necessary to provide for contingent liabilities) and their respective debts as they become absolute and mature; (iii) the assets of each of the Surviving Corporation and its Subsidiaries, in each case at a fair valuation, shall exceed their respective debts (including the amount necessary to provide for contingent liabilities); and (iv) each of the Surviving Corporation and its Subsidiaries shall not have unreasonably small capital to carry on their respective businessesbusiness, either (A) as presently conducted or (B) as intended by Parent 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 any present or future creditors of the Surviving Corporation and its Subsidiaries.