Financing; Solvency. (a) Buyer has delivered to Seller: a true, accurate and complete copy of an executed commitment letter (the “Commitment Letter”), under which Sponsor has committed to provide, upon the terms and subject to the conditions set forth therein, to Buyer the amount set forth therein (the “Financing”). As of the date hereof, the Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect and no such amendment or modification is contemplated. The Commitment Letter is a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, the other parties thereto. The Commitment Letter expressly provides, and shall continue to expressly provide, that the Seller is an intended third-party beneficiary thereof. There are no other agreements, side letters or arrangements relating to the Commitment Letter that could affect the availability or conditionality of the Financing. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, any other parties thereto under any term or condition of the Commitment Letter or a failure of any condition to the Financing or otherwise result in any portion of the Financing being unavailable on the Closing Date. (b) Assuming the accuracy of the representations and warranties set forth in Article III and Article IV, immediately after giving effect to the Contemplated Transactions, neither Buyer nor the Company shall (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as they become due.
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Sources: Membership Interest Purchase Agreement (Tronc, Inc.)
Financing; Solvency. (a) Buyer has delivered to Seller: a true, accurate and complete copy of an executed commitment letter (the “Commitment Letter”), under which Sponsor has committed to provide, upon the terms and subject to the conditions set forth therein, to Buyer the amount set forth therein (the “Financing”). As of the date hereofAgreement Date, Buyer has, and at the Closing will have, the Commitment Letter is funds necessary to (i) make the payments required hereunder, (ii) pay all fees and expenses to be paid by ▇▇▇▇▇ in full force connection with the transactions contemplated by this Agreement and effect and (iii) 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. Buyer has not been withdrawn incurred any obligation, commitment, restriction or terminated Liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or Liability of any kind, which would reasonably be expected to impair or adversely affect such resources. Buyer understands and acknowledges that under the terms of this Agreement, ▇▇▇▇▇’s obligation to consummate the transactions contemplated by this Agreement is not in any way contingent upon or otherwise amended or modified in any respect and no such amendment or modification is contemplated. The Commitment Letter is a legal, valid and binding obligation of Buyer and, subject to the knowledge of Buyer, the other parties thereto. The Commitment Letter expressly provides, and shall continue to expressly provide, that the Seller is an intended third-party beneficiary thereof. There are no other agreements, side letters or arrangements relating to the Commitment Letter that could affect the availability or conditionality of the Financing. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, any other parties thereto under any term or condition of the Commitment Letter or a failure ’s consummation of any condition financing arrangements, ▇▇▇▇▇’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Financing or otherwise result in any portion of the Financing being unavailable on the Closing DateBuyer.
(b) Assuming As of immediately following the accuracy of the representations and warranties set forth in Article III and Article IVClosing, immediately after giving effect to all of the Contemplated Transactionstransactions contemplated by this Agreement, and assuming the representations of the Company, the Blocker and the Sellers contained in this Agreement are true in all material respects, neither Buyer nor the Company shall will (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the fair salable saleable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business business, or (iii) have incurred debts or obligations beyond its ability to pay them in the ordinary course of business as they become due. Assuming the representations of the Company, the Blocker and the Sellers contained in this Agreement are true in all material respects, immediately after giving effect to the transactions contemplated by this Agreement, the Company and the Company Subsidiaries shall have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent of Buyer to hinder, delay, or defraud either present or future creditors of the Company or any Company Subsidiary.
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