Common use of Financial Capabilities Clause in Contracts

Financial Capabilities. From and after the date hereof, Buyers will have funds on hand or other sources of immediately available funds (or unconditional commitments therefor) to pay the Aggregate Purchase Price and any other fees and expenses contemplated hereby and to fulfill their other obligations hereunder when required hereunder. Assuming the accuracy in all material respects of the representations and warranties of Seller and Parent set forth in this Agreement and after giving effect to the payment of the Aggregate Purchase Price and assuming material compliance with each covenant and agreement of Seller and Parent contained herein, Buyers (taken as a group) are and will be solvent and able to pay their debts as they become due, and own, or will own as of the Measurement Date, the applicable Transition Date Closing or any Subsequent Closing, as applicable, assets that have both a fair value and a fair saleable value in excess of the amount required to pay their debts as they become due. Immediately after giving effect to the transactions contemplated by this Agreement, Buyers (taken as a group) shall have adequate capital to carry on their businesses.