Common use of Use of Proceeds; Solvency; Going Concern Clause in Contracts

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the applicable Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is not engaged in any business or transaction, and does is not propose about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is not otherwise insolvent under the standards set forth in Applicable Lawsany law applicable to the Company. For purposes of such representations, such representations are made in reliance upon the provisions Each certificate signed by any officer of the Guarantees that limit Company or any of the liability of each Guarantor on its Guarantee subsidiaries, delivered to the maximum amount that Initial Purchasers shall be deemed a representation and warranty by the Company or any such Guarantor can incur without risk that its Guarantee will be subject subsidiary (and not individually by such officer) to avoidance under applicable law, and assume that such provisions will be given effectthe Initial Purchasers with respect to the matters covered thereby.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor its Subsidiaries, taken as a whole, (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (iA) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor its Subsidiaries, taken as a whole, is not less than the total amount required to pay the liabilities of the Company and each Guarantor its Subsidiaries, taken as a whole, on its their total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (iiB) the Company and each Guarantor is its Subsidiaries, taken as a whole, are able to pay its their debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iiiC) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor is and its Subsidiaries, taken as a whole, are not incurring debts or liabilities beyond its their ability to pay as such debts and liabilities mature; (ivD) neither the Company nor any Guarantor of its Subsidiaries is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor such Subsidiary is engaged; and (vE) neither the Company nor any Guarantor and its Subsidiaries, taken as a whole, is not otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and Issuers, the Stage II Guarantors, Acquisition Co. and, upon consummation of the Acquisition, each Guarantor Xxxxxx Entity, (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and Issuers, the Stage II Guarantors, Acquisition Co. and, upon consummation of the Acquisition, each Guarantor Xxxxxx Entity, is not less than the total amount required to pay the liabilities of the Company Issuers and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and Issuers, the Stage II Guarantors, Acquisition Co. and, upon consummation of the Acquisition, each Guarantor Xxxxxx Entity, is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither none of the Company nor any Guarantor Issuers, the Stage II Guarantors, Acquisition Co. and, upon consummation of the Acquisition, each Xxxxxx Entity, is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither none of the Company nor any Guarantor Issuers, the Stage II Guarantors, Acquisition Co. and, upon consummation of the Acquisition, each Xxxxxx Entity, is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company Issuers, the Stage II Guarantors, Acquisition Co. or any Guarantor Xxxxxx Entity is engaged; and (v) neither none of the Company nor Issuers, the Stage II Guarantors, Acquisition Co. and, upon consummation of the Acquisition, any Guarantor Xxxxxx Entity is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper the purposes of (i) refinancing the Existing Secured Notes, (ii) paying the fees, costs and expenses incurred in good faithconnection with the issuance of the Notes and the related transactions and (iii) providing for the ongoing working capital requirements of the Company and its Subsidiaries and for general corporate purposes. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandumabove, the Company Issuer and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company Issuer and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each such Issuer or Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company Issuer and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of businessmature; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document other Documents, the Issuer and Final Offering Memorandum, neither the Company nor any each Guarantor is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company Issuer nor any Guarantor of the Guarantors is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company such Issuer or any Guarantor is are engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor the Guarantors, on a consolidated basis, (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its their business and (iii) will be able to pay its their debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor the Guarantors is not less than the total amount required to pay the liabilities of the Company and each Guarantor the Guarantors on its their total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is the Guarantors are able to pay its their debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor is the Guarantors are incurring debts or liabilities beyond its their ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is and the Guarantors are not otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effectLaw.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering MemorandumCircular, the Company and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering MemorandumCircular, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company Kratos and each Guarantor Guarantor, and, upon consummation of the Acquisition, each Integral Entity, (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company Kratos and each Guarantor Guarantor, and, upon consummation of the Acquisition, each Integral Entity, is not less than the total amount required to pay the liabilities of the Company Kratos and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company Kratos and each Guarantor is, and, upon consummation of the Acquisition, each Integral Entity, is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company Kratos nor any Guarantor Guarantor, and, upon consummation of the Acquisition, each Integral Entity, is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor none of Kratos, any Guarantor or, upon consummation of the Acquisition, any Integral Entity, is engaged in any business or transaction, and does not propose or proposes to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company Kratos, any Guarantor or any Guarantor Integral Entity is engaged; and (v) neither the Company nor none of Kratos, any Guarantor or, upon consummation of the Acquisition, any Integral Entity, is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, each of the Company and each Guarantor Issuers and, upon consummation of the Acquisition, Multiband Entities (i) will be Solvent (as hereinafter defined), ) and (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they maturebusiness. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor such Issuer or Guarantor, as applicable is not less than the total amount required to pay the liabilities of the Company and each such Issuer or Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each such Issuer or Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities Notes as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any such Issuer or Guarantor is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any such Issuer or Guarantor is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company such Issuer or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper the purposes described under the caption “Use of Proceeds” in the Time of Sale Document and in good faiththe Final Offering Memorandum. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company Issuer and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company Issuer and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each such Issuer or Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company Issuer and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of businessmature; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Issuer and each Guarantor is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company Issuer nor any Guarantor of the Guarantors is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company such Issuer or any Guarantor is are engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by The Issuers will use the Securities is being incurred for proper purposes proceeds of the Offering in the manner described in the Time of Sale Document and in good faith. the Final Offering Memorandum under the caption “Use of Proceeds.” On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document and Final Offering Memorandum, the Company Issuers and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets properties of the Company Issuers and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing Subsidiaries, taken as a whole, will exceed their consolidated debts and liabilities (including liabilities, subordinated, contingent liabilities) as they become absolute and maturedor otherwise; (ii) the Company Issuers and each Guarantor is able to pay or refinance its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company Issuers nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is engaged in any business or transactionIssuers and the Subsidiaries, and does taken as a whole, will not propose to engage in any business or transaction, for which its property would constitute have unreasonably small capital after giving due consideration with which to conduct the prevailing practice in the industry business in which they are engaged as such business is now conducted and is proposed to be conducted following the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effectClosing Date.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption “"Use of Proceeds” " in the Time of Sale Document and Final Offering Memorandum, the Company and each Guarantor Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “"Solvent” " means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is, and, upon consummation of the Acquisition, each Gichner Entity, is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is engaged; and (v) neither the Company nor any Guarantor Guarantor, and, upon consummation of the Acquisition, no Gichner Entity, is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.

Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Offered Securities is being incurred for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering offering of the Offered Securities and the use of proceeds therefrom described under the caption “Use of Proceeds” in the Time of Sale Document General Disclosure Package and Final Offering MemorandumCircular, the Company and each Guarantor (i) will be Solvent (as hereinafter defined), (ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Offered Securities as contemplated by this Agreement and the Time of Sale Document General Disclosure Package and Final Offering MemorandumCircular, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws. For purposes of such representations, such representations are made in reliance upon the provisions of the Guarantees that limit the liability of each Guarantor on its Guarantee to the maximum amount that such Guarantor can incur without risk that its Guarantee will be subject to avoidance under applicable law, and assume that such provisions will be given effect.