Common use of Liabilities; Solvency Clause in Contracts

Liabilities; Solvency. (i) Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings. (ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, each Company and each Subsidiary of each Company, is and will be, Solvent.

Liabilities; Solvency. (i) Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings. (ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and Company, (c) the payment and accrual of all transaction costs in connection with the foregoing, and (d) the consummation of the transactions contemplated herein and in the Ancillary Agreements, each Company and each Subsidiary of each Company, is and will be, Solvent.

Liabilities; Solvency. (i) Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filingsbusiness. (ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and Company, (c) the payment and accrual of all transaction costs in connection with the foregoing, and (d) the Acquisition, and the consummation of the transactions contemplated herein and in the Ancillary Agreements, each Company and each Subsidiary of each Company, is and will be, Solvent.

Liabilities; Solvency. (i) Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings. (ii) Both before and after giving effect to (aA) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (bB) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and Company, (cC) the payment and accrual of all transaction costs in connection with the foregoingforegoing and (D) the consummation of the transactions contemplated herein and in the Ancillary Agreements, each Company and each Subsidiary of each Company, is and will be, Solvent.

Liabilities; Solvency. (i) Neither it nor any of its Domestic Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings. (ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and Company, (c) the payment and accrual of all transaction costs in connection with the foregoing, and (d) the consummation of the transactions contemplated herein and in the Ancillary Agreements, each Company and each Domestic Subsidiary of each Company, is and will be, Solvent.

Liabilities; Solvency. (i) Neither it nor any of its Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings. (ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, and (d) the Acquisition, and the consummation of the transactions contemplated herein and in the Ancillary Agreements, each Company and each Subsidiary of each Company, is and will be, Solvent.

Liabilities; Solvency. (i) Neither it the Parent, any Company nor any of its their Domestic Subsidiaries has any liabilities, except current liabilities incurred in the ordinary course of business and liabilities disclosed in any Exchange Act Filings. (ii) Both before and after giving effect to (a) the Loans incurred on the Closing Date or such other date as Loans requested hereunder are made or incurred, (b) the disbursement of the proceeds of, or the assumption of the liability in respect of, such Loans pursuant to the instructions or agreement of any Company and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Parent, each Company and each Domestic Subsidiary of each Company, is and will be, Solvent.