Common use of Financing; Solvency Clause in Contracts

Financing; Solvency. (a) Each of Parent and Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. Buyer will have available at the Closing the funds necessary to (x) make the payments required hereunder, (y) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement and (z) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Assuming the accuracy of the representations and warranties contained in Section 3 and Section 4, as of the Closing, immediately after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 5.7, “Solvent” means that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” means a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Each of Parent and Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of entering into the transactions contemplated herebyhereby with actual intent to hinder, delay or defraud either present or future creditors. Buyer will have available at the Closing the funds necessary to (x) make the payments required hereunder, (y) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement and (z) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Assuming the accuracy of the representations and warranties contained in Section 3 and Section 4, as As of the Closing, immediately after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 5.74.7, “Solvent” means shall mean that, with respect to any Person and as of any date of determination, (ia) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws Legal Requirements governing determinations of the insolvency of debtors, (iib) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iiic) such Person will have, as of such date, adequate capital with which to conduct its business and (ivd) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” means shall mean a liability in connection with another Person’s (Ai) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (Bii) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Each of Parent Purchaser has sufficient cash, credit facilities or other financing sources available, and Buyer affirms that it is not a condition will have sufficient cash, credit facilities or other financing sources available at the Closing, to pay the Purchase Price and all related fees and expenses, in each case in United States dollars, and otherwise to effect all other transactions contemplated by this Agreement (the “Financing Arrangements”). Notwithstanding anything contained in this Agreement to the Closing or to contrary, Purchaser expressly acknowledges that its obligations hereunder are not conditioned in any of its other obligations under this Agreement that Buyer manner upon Purchaser or any of its Affiliates obtain financing for or related to obtaining any of the transactions contemplated hereby. Buyer will have available at the Closing the funds necessary to (x) make the payments required hereunder, (y) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement and (z) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreementfinancing. (b) Assuming the accuracy of the representations and warranties contained in Section 3 and Section 4, as of the Closing, immediately after After giving effect to all of the transactions contemplated by this Agreement, Buyer including the Financing Arrangements and the payment of the Purchase Price, any other repayment or refinancing of existing indebtedness contemplated in this Agreement, payment of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and payment of all related fees and expenses, and assuming that all of the representations and warranties of Seller and the Company contained in this Agreement are true and correct, Purchaser will be Solvent, both as of the Closing Date and immediately after the consummation of the transactions contemplated hereby. For the purposes of this Section 5.7Agreement, the term “Solvent” means that, when used with respect to any Person and Person, means that, as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, Person will, as of such date, exceed (A) the amount sum of the value of all “liabilities Liabilities of such Person, including contingent or otherwise,and other Liabilities” as of such date, and the capital of such Person, as computed in accordance with applicable Law as of such date, as such quoted terms are generally determined in accordance with applicable federal laws Laws governing determinations of the insolvency of debtors, and (iiB) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability probable Liabilities of such Person on its indebtedness existing debts (including contingent and other Liabilities) as its indebtedness becomes such debts become absolute and maturedmature, (iiiii) such Person will not have, as of such date, adequate an unreasonably small amount of capital with for the operation of the businesses in which it is engaged or proposed to conduct its business be engaged following such date, and (iviii) such Person will be able to pay its indebtedness Liabilities, including contingent and other Liabilities, as its indebtedness maturesthey mature. For purposes of this definition, the foregoing definition onlyphrases “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its Liabilities, “indebtednessincluding contingent and other Liabilities, as they mature” means a liability in connection with another Person’s (A) right mean that such Person will be able to paymentgenerate enough cash . 30 from operations, whether asset dispositions or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredrefinancing, or (B) right a combination thereof, to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredmeet its obligations as they become due.