Common use of Liabilities; Solvency Clause in Contracts

Liabilities; Solvency. (a) The Selling Parties are not entering into this Agreement or any other Transaction Document or other document or instrument related hereto or thereto with the intent to defraud, delay or hinder any of its present or future creditors, and the transfers contemplated hereby and thereby will not have such effect. (b) The Selling Parties are not now insolvent, nor will they be rendered insolvent by the Buying Parties purchase of the Purchased Assets and Real Property or the consummation of any other transaction contemplated hereby. As used in this Section, "insolvent" means that the debts and other probable Liabilities of an entity exceed the sum of the present fair saleable value of the assets of such entity. (c) Immediately after giving effect to the consummation of the Buying Parties' purchase of the Purchased Assets and Real Property, the Selling Parties will: (i) be able to pay their liabilities as they become due in the usual course of business, (ii) not have an unreasonably small capital with which to conduct their businesses, and (iii) have assets (calculated at fair market value) that exceed liabilities. The cash available to the Selling Parties, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments, if any, related to the Purchased Business, the Real Property or Purchased Assets promptly in accordance with their terms. The Purchase Price and Real Property Purchase Price constitute a reasonably equivalent value for the Purchased Assets and Real Property, as the case may be, and the consummation of the Buying Parties' purchase of the Purchased Assets and Real Property will not constitute a fraudulent transfer under any Law relating to bankruptcy and insolvency. (d) The Selling Parties have not, at any time, with respect to the Purchased Business, the Purchased Assets or the Real Property: (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) admitted in writing its inability to pay its debts as they become due, (iv) been convicted of, or pleaded guilty or no contest to, any felony, or (v) taken or been the subject of any action that could reasonably be expected to have an adverse effect on its ability to comply with or perform any of its covenants or obligations under this Agreement or any of the Transaction Documents. (e) No writ of attachment, execution or similar process has been ordered, executed or filed against the Selling Parties or any of their assets or properties. The Selling Parties have no intention to file a voluntary petition for relief under the United States Bankruptcy Code, as amended, or to seek relief on their debts under or the protection of any other bankruptcy or insolvency Law or proceeding, and, to the Knowledge of the Selling Parties, no creditor of the Selling Parties has threatened to file an involuntary petition for relief under the United States Bankruptcy Code, as amended, or to institute any other insolvency proceedings against the Selling Parties.

Liabilities; Solvency. (a) The Selling Parties are not entering into this Agreement or any other Transaction Document or other document or instrument related hereto or thereto with the intent to defraud, delay or hinder any of its present or future creditors, and the transfers contemplated hereby and thereby will not have such effect. (b) The Selling Parties are Seller is not now insolvent, insolvent nor will they it be rendered insolvent by the Buying Parties purchase of the Purchased Assets and Real Property Transaction or the consummation of any other transaction transactions contemplated hereby. As used in this SectionSection 3.18, "“insolvent" ” means that the debts and other probable Liabilities of an entity exceed the sum of the present fair saleable value of the assets of such entity. (c) an entity do not and will not exceed its debts and other probable Liabilities. Immediately after giving effect to the consummation of the Buying Parties' purchase of the Purchased Assets and Real Propertytransactions contemplated hereby, the Selling Parties will: (i) the Seller will be able to pay their liabilities its retained Liabilities as they become due in the usual course of business, business and (ii) not have an unreasonably small capital with which to conduct their businesses, and (iii) the Seller will have assets (calculated at fair market value) that exceed liabilitiesits retained Liabilities. The cash available to the Selling PartiesSeller immediately after giving effect to the transactions contemplated hereby, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments, if any, related to the Purchased Business, the Real Property or Purchased Assets judgments promptly in accordance with their terms. The Purchase Price and Real Property Purchase Price constitute a constitutes reasonably equivalent value for the Purchased Assets and Real Property, as the case may beAcquired Assets, and the consummation of the Buying Parties' purchase of the Purchased Assets and Real Property transactions contemplated hereby will not constitute a fraudulent transfer under any Law applicable laws relating to bankruptcy and insolvency. (d) . The Selling Parties have Seller has not, at any time, with respect to the Purchased Business, the Purchased Assets or the Real Property: (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) admitted in writing its inability to pay its debts as they become due, (iv) been convicted of, or pleaded guilty or no contest to, any felony, or (v) taken or been the subject of any action that could reasonably be expected to have an adverse effect on its ability to comply with or perform any of its covenants or obligations under this Agreement or any of the Transaction Documents. (e) No writ of attachment, execution or similar process has been ordered, executed or filed against the Selling Parties or any of their assets or properties. The Selling Parties have no intention to file a voluntary petition for relief under the United States Bankruptcy Code, as amended, or to seek relief on their debts under or the protection of any other bankruptcy or insolvency Law or proceeding, and, to the Knowledge of the Selling Parties, no creditor of the Selling Parties has threatened to file an involuntary petition for relief under the United States Bankruptcy Code, as amended, or to institute any other insolvency proceedings against the Selling Parties.

Liabilities; Solvency. (a) The Selling Parties are not entering into this Agreement or any other Transaction Document or other document or instrument related hereto or thereto with the intent to defraud, delay or hinder any of its present or future creditors, and the transfers contemplated hereby and thereby will not have such effect. (b) The Selling Parties are Seller is not now insolvent, insolvent nor will they it be rendered insolvent by the Buying Parties purchase of the Purchased Assets and Real Property Transaction or the consummation of any other transaction transactions contemplated hereby. As used in this SectionSection 3.18, "“insolvent" ” means that the debts and other probable Liabilities of an entity exceed the sum of the present fair saleable value of the assets of such entity. (c) an entity do not and will not exceed its debts and other probable Liabilities. Immediately after giving effect to the consummation of the Buying Parties' purchase of the Purchased Assets and Real Propertytransactions contemplated hereby, the Selling Parties will: (i) the Seller will be able to pay their liabilities its retained Liabilities as they become due in the usual course of business, business and (ii) not have an unreasonably small capital with which to conduct their businesses, and (iii) the Seller will have assets (calculated at fair market value) that exceed liabilitiesits retained Liabilities. The cash available to the Selling PartiesSeller immediately after giving effect to the transactions contemplated hereby, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments, if any, related to the Purchased Business, the Real Property or Purchased Assets judgments promptly in accordance with their terms. The Purchase Price and Real Property Purchase Price constitute a constitutes reasonably equivalent value for the Purchased Assets and Real Property, as the case may beAcquired Assets, and the consummation of the Buying Parties' purchase of the Purchased Assets and Real Property transactions contemplated hereby will not constitute a fraudulent transfer under any Law applicable laws relating to bankruptcy and insolvency. (d) . The Selling Parties have Seller has not, at any time, with respect to the Purchased Business, the Purchased Assets or the Real Property: (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) admitted in writing its inability to pay its debts as they become due, (iv) been convicted of, or pleaded guilty or no contest to, any felony, or (v) taken or been the subject of any action that could reasonably be expected to have an adverse effect on its ability to comply with or perform any of its covenants or obligations under this Agreement or any of the Transaction DocumentsAncillary Agreements. (e) No writ of attachment, execution or similar process has been ordered, executed or filed against the Selling Parties or any of their assets or properties. The Selling Parties have no intention to file a voluntary petition for relief under the United States Bankruptcy Code, as amended, or to seek relief on their debts under or the protection of any other bankruptcy or insolvency Law or proceeding, and, to the Knowledge of the Selling Parties, no creditor of the Selling Parties has threatened to file an involuntary petition for relief under the United States Bankruptcy Code, as amended, or to institute any other insolvency proceedings against the Selling Parties.