Common use of Solvency of the Surviving Corporation Clause in Contracts

Solvency of the Surviving Corporation. Assuming that the statements in clauses (a) through (d) below are true and correct immediately prior to the Effective Time, immediately after giving effect to the transactions contemplated by this Agreement (including the consummation of the Financing), (a) none of the Surviving Corporation or any of its Subsidiaries will have incurred debts beyond its ability to pay such debts as they mature or become due, (b) the then present fair salable value of the assets of each of the Surviving Corporation and each of its Subsidiaries will exceed the amount that will be required to pay its respective probable liabilities (including the probable amount of all contingent liabilities) and its respective debts as they become absolute and matured, (c) the assets of each of the Surviving Corporation and each of its Subsidiaries, in each case at a fair valuation, will exceed its respective debts (including the probable amount of all contingent liabilities) and (d) none of the Surviving Corporation or any of its Subsidiaries will 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 on the part of Buyer or any of its Affiliates including, on or after the Effective Time, in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of MergerCo, the Surviving Corporation, the Company or the Company Subsidiaries.

Solvency of the Surviving Corporation. Assuming that At the statements in clauses (a) through (d) below are true Closing Date and correct immediately prior to the Effective Time, immediately after giving effect to the transactions contemplated by this Agreement (including after giving effect to the consummation Subsequent Transactions and all financings to be undertaken by Purchaser and its affiliates in connection therewith and with the Merger) the Company will be in compliance with all relevant provisions of the Financing)GCL (and such transactions, Subsequent Transactions and financing will not violate the relevant provisions of the GCL) and assuming the accuracy in all material respects as of the Closing Date of the representations and warranties contained in Article III, (ai) none each of the Surviving Corporation or any of its and the Subsidiaries will not have incurred debts beyond its ability to pay such debts as they mature or become due, (bii) the then present fair salable value of the assets of each of the Surviving Corporation and each of its the Subsidiaries will exceed the amount that will be required to pay its respective their probable liabilities (including the probable amount of all contingent liabilities) and its their respective debts as they become absolute and matured, (ciii) the assets of each of the Surviving Corporation and each of its the Subsidiaries, in each case at a fair valuation, will exceed its their respective debts (including the probable amount of all contingent liabilities) and (div) none each of the Surviving Corporation or any of its and the Subsidiaries will not have unreasonably small capital to carry on its business their respective business, either (A) as presently conducted or (B) as proposed intended by Purchaser to be conducted. No transfer of property is being made and no obligation is being incurred on the part of Buyer or any of its Affiliates including, on or after the Effective Time, in connection with the transactions contemplated by this Agreement or the Subsequent Transactions with the intent to hinder, delay or defraud either any present or future creditors of MergerCo, the Surviving Corporation, Corporation and the Company or the Company Subsidiaries.

Solvency of the Surviving Corporation. Assuming that the statements in clauses (a) through (d) below are true and correct immediately prior to the Effective Time, immediately Immediately after giving effect to the transactions contemplated by this Agreement (including and actions taken in connection with the consummation financing of these transactions, and assuming the accuracy in all material respects as of the Financing)Closing Date of the representations and warranties contained in Article 4, (ai) none each of the Surviving Corporation or any of and its Subsidiaries will not have incurred debts beyond its ability to pay such debts as they mature or become due, (bii) the then present fair salable value of the assets of each of the Surviving Corporation and each of its Subsidiaries will exceed the amount that will be required to pay its respective their probable liabilities (including the probable amount of all necessary to provide for contingent liabilities) and its their respective debts as they become absolute and maturedmature, (ciii) the assets of each of the Surviving Corporation and each of its Subsidiaries, in each case at a fair valuation, will exceed its their respective debts (including the probable amount of all necessary to provide for contingent liabilities) and (div) none each of the Surviving Corporation or any of and its Subsidiaries will not have unreasonably small capital to carry on its business their respective business, either (a) as presently conducted or (b) as proposed intended by Parent to be conducted. No transfer of property is being made and no obligation is being incurred on the part of Buyer or any of its Affiliates including, on or after the Effective Time, in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either any present or future creditors of MergerCo, the Surviving Corporation, the Company or the Company Corporation and its Subsidiaries.