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

Use of Proceeds; Solvency; Going Concern. As of the date hereof, after giving pro forma effect to the Offering and the Use of Proceeds, the Company and the Subsidiaries, on a consolidated basis, will be Solvent (as hereinafter defined). As used in this paragraph, the term “Solvent” means, with respect to any particular date, that on such date (a) the fair value of the property of the Company is greater than the total amount of liabilities, including subordinated and contingent liabilities, of the Company; (b) the present fair saleable value of the assets of the Company is not less than the amount that will be required to pay the probable liability of the Company on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) the Company does not intend to, and does not believe that it will, incur debts or liabilities beyond the Company’s ability to pay as such debts and liabilities mature; and (d) the Company is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which the Company’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability.

Use of Proceeds; Solvency; Going Concern. As of On the date hereofapplicable 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 the Subsidiaries, on a consolidated basis, (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 any a particular date, that on such date (a) the fair value of the property of the Company is greater than the total amount of liabilities, including subordinated and contingent liabilities, of the Company; (bi) the present fair market value (or present fair saleable value value) of the assets of the Company is not less than the total amount that will be required to pay the probable liability liabilities of the Company on its total existing debts and liabilities (including contingent liabilities, including subordinated and contingent liabilities ) as they become absolute and matured; (cii) the Company does 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, the Company is not intend to, and does not believe that it will, incur incurring debts or liabilities beyond the Company’s its ability to pay as such debts and liabilities mature; and (div) the Company is not engaged in a any business or transaction, and is not about to engage in a any business or transaction, for which the Company’s its property would constitute an unreasonably small capital. The amount of contingent liabilities capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged; and (such as litigation, guaranties and pension plan liabilitiesv) at any time shall be computed as the amount that, Company is not otherwise insolvent under the standards set forth in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liabilityApplicable Laws.

Use of Proceeds; Solvency; Going Concern. As of All indebtedness represented by the date hereofNotes 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 use of Proceedsproceeds therefrom, the Company and the Subsidiaries, on a consolidated basis, (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 any a particular date, that on such date (a) the fair value of the property of the Company is greater than the total amount of liabilities, including subordinated and contingent liabilities, of the Company; (bi) the present fair market value (or present fair saleable value value) of the assets of the Company is not less than the total amount that will be required to pay the probable liability liabilities of the Company on its total existing debts and liabilities (including contingent liabilities, including subordinated and contingent liabilities ) as they become absolute and matured; (cii) the Company does 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 Notes as contemplated by this Agreement and the Placement Memorandum, the Company is not intend to, and does not believe that it will, incur incurring debts or liabilities beyond the Company’s its ability to pay as such debts and liabilities mature; and (div) the Company is not engaged in a any business or transaction, and is does not about propose to engage in a any business or transaction, for which the Company’s its property would constitute an unreasonably small capital. The amount of contingent liabilities capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged; and (such as litigation, guaranties and pension plan liabilitiesv) at any time shall be computed as the amount that, Company is not otherwise insolvent under the standards set forth in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liabilityApplicable Laws.

Use of Proceeds; Solvency; Going Concern. As of On the date hereofClosing 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 the its Subsidiaries, on taken as a consolidated basiswhole, will be Solvent (as hereinafter defined). As used in this paragraph, the term “Solvent” means, with respect to any as of a particular date, that on such date (a) the fair value of the property of the Company is greater than the total amount of liabilities, including subordinated and contingent liabilities, of the Company; (bi) the present fair market value (or present fair saleable value value) of the assets of the Company and its Subsidiaries, taken as a whole, is not less than the total amount that will be required to pay the probable liability liabilities of the Company and its Subsidiaries, taken as a whole, on its their total existing debts and liabilities (including contingent liabilities, including subordinated and contingent liabilities ) as they become absolute and matured; (cii) the Company does not intend toand its Subsidiaries, and does not believe that it willtaken as a whole, incur debts or liabilities beyond the Company’s ability are able to pay as such their debts and liabilities matureother liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; and (diii) the Company is and its Subsidiaries, taken as a whole, are not engaged in a any business or transaction, and is do not about propose to engage in a any business or transaction, for which the Company’s their property would constitute an unreasonably small capital. The amount of contingent liabilities capital after giving due consideration to the prevailing practice in the industry in which they are engaged; and (such iv) the Company and its Subsidiaries, taken as litigationa whole, guaranties and pension plan liabilities) at any time shall be computed as are not otherwise insolvent under the amount that, standards set forth in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liabilityApplicable Laws.