Solvency Condition Sample Clauses

Solvency Condition. No payment of principal, interest or any other amount in respect of the Notes shall become due and payable unless, and to the extent that, the Issuer is able to make such payment and still be solvent immediately thereafter, in each case except in the winding up, dissolution or liquidation of the Issuer (the Solvency Condition ) In these Terms and Conditions, the Issuer shall be considered to be solvent if (x) it is able to pay its debts to Senior Creditors as they fall due and (y) its Assets exceed its Liabilities. A report as to the solvency of the Issuer by two appropriately authorised signatories or, if the Issuer is in a winding up, dissolution or liquidation, its liquidator or other insolvency official (as the case may be), shall, in the absence of manifest error, be treated and accepted by the Issuer and the Noteholders as correct and sufficient evidence thereof
Sample 1
AutoNDA by SimpleDocs
Solvency Condition. 7.1.1 Subject to Clause 5.10 and without prejudice to Condition 4(b) and Clause 5.9, all payments under or arising from (including any damages awarded for breach of any obligations under) the Notes or this Trust Deed (including the Guarantee) shall be conditional upon the Solvency Condition.
Sample 1
Solvency Condition. Other than in circumstances where a Guarantor Winding-Up has occurred or is occurring (but subject to Condition 3(b)(iv)), all payments under or arising from (including any damages awarded for breach of any obligations under) the Notes or the Trust Deed shall be conditional upon the Guarantor being solvent at the time for payment by the Issuer or, as appropriate, the Guarantor, and no amount shall be payable under or arising from the Notes or the Trust Deed (including, without limitation, the Guarantee) unless and until such time as the Issuer or, as appropriate, the Guarantor could make such payment and the Guarantor would still be solvent immediately thereafter (the “Solvency Condition”). For the purposes of this Condition 3(c), the Guarantor will be solvent if (i) it is able to pay its debts owed to Senior Creditors and Parity Creditors as they fall due and (ii) its Assets exceed its Liabilities. A certificate as to the solvency or lack thereof of the Guarantor signed by two Directors of the Guarantor or, if there is a winding-up or administration of the Guarantor, the liquidator or, as the case may be, the administrator of the Guarantor shall (in the absence of manifest error) be treated and accepted by the Issuer, the Guarantor, the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof and shall be binding on all such persons. The Trustee shall be entitled to rely absolutely on such certificate without liability to any person and without any obligation to verify or investigate the accuracy thereof.
Sample 1
Solvency Condition. The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Company certifying that, as of the Closing Date, the Borrowers, the other Loan Parties, the Target and the Target Subsidiaries on a consolidated basis are Solvent after giving effect to the Merger and the Refinancing. For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that, to the extent any security interest in the Collateral or any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statements, PPSA financing statements or the delivery of stock certificates representing equity interests in the Canadian Borrower and the Target, and the execution and delivery by the applicable Loan Parties parties to the U.S. Security Agreement and the Canadian Security Agreement giving rise to the security interests granted therein) is not provided on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, the provision of any such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed by the Administrative Agent and Borrowers and (b) nothing in the preceding clause (a) shall be construed to limit the applicability of the individual conditions expressly listed Sections 5.1(a)-(f) or (i)-(j)).
Sample 1
Solvency Condition. 6.2.1 Except where either Condition 3(b) or 4(b) of the Undated ECNs applies, payments in respect of or arising under (including any damages awarded for breach of any obligations under) the Undated ECNs and the Coupons (other than the payment of the Conversion Settlement Sum pursuant to Condition 9 of the Undated ECNs) are, in addition to the right of the Guarantor to procure the Issuer to defer payments of interest in accordance with Condition 7(a) of the Undated ECNs, conditional upon each Guarantor being solvent at the time when the relevant payment is due to be made pursuant to the Undated ECN Conditions and no principal, premium, interest or any other amount payable in respect of the ECNs shall be due and payable in respect of or arising from the Undated ECNs, the relative Coupons and this Trust Deed in respect thereof except to the extent that, on the assumption that such payment is to be made by such Guarantor, that it could make such payment and would still be solvent immediately thereafter
Sample 1
Solvency Condition. 6.1 Notwithstanding anything to the contrary herein, except in a winding-up proceeding, payment of any Investment Capital, Profit Payments, Arrears of Profit (if any) or Additional Profit (if any) and the redemption or purchase of any Bonds beneficially by or for the account of the Issuer are conditional upon the Issuer being solvent at the time of payment by the Issuer and no Investment Capital, Profit Payments, Arrears of Profit or Additional Profit shall be payable and no Bonds shall be redeemed beneficially by or for the account of the Issuer except to the extent that the Issuer could make the necessary payment and still be solvent immediately thereafter (the “Solvency Condition”). Any non-payment by the Issuer of Investment Capital or Profit Payments due to Solvency Condition not being met shall be regarded as a deferment in payment thereof which shall entitle the Bond Holders to receive the payments as set out in Conditions 4.2(c) and/or 4.2(d) above. For purposes of the Solvency Condition, the Issuer shall not be deemed solvent unless (i) the Issuer is able to pay its debt as they fall due and (ii) its Assets (as defined below) exceed its Liabilities (as defined below), but excluding its liabilities to persons who are not Senior Creditors (except in the case of an optional redemption of the Bonds through the exercise of the Call Option, in which case the liabilities of the Issuer to persons who are not Senior Creditors shall be included).
Sample 1
Solvency Condition. (a) All payments under or arising from the Notes, the Coupons or the Trust Deed relating to them or arising therefrom, other than payments to the Trustee made in accordance with the Trust Deed in respect of, inter alia, the Trustee’s fees, and remuneration and expenses and liabilities incurred by the Trustee in carrying out its duties under the Trust Deed, shall be conditional upon the Issuer satisfying the Solvency Condition both at the time of, and immediately after, any such payment.
Sample 1
AutoNDA by SimpleDocs

Related to Solvency Condition

  • Rating Agency Condition The Rating Agency Condition has been satisfied for the merger, consolidation or transfer;

  • Rating Agency Confirmation (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating Agency Confirmation and (ii) within 10 Business Days of such request being posted on the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) such Requesting Party shall be required to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency Confirmation request within 5 Business Days of such second request, then (1) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency for such action at such time (as if such requirement did not exist for such matter at such time), other than such a requirement with respect to the replacement of the Servicer or Special Servicer, and (2) with respect to replacement of the Servicer or Special Servicer, such condition shall be deemed not to apply if, in the event Fitch is the non-responding Rating Agency, the replacement servicer has a commercial master servicer rating of at least “CMS3” from Fitch or the replacement special servicer has a commercial special servicer rating of at least “CSS3” from Fitch, as applicable. Any Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable to the 17g-5 Information Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b). 146 Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27 following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).

  • ELIGIBILITY CONDITIONS The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after _______________________.

  • Delivery Condition Subtenant acknowledges that it takes possession of the Subdemised Premises in its “as is” condition on the Commencement Date and further acknowledges that Sublandlord has made no representations or warranties of any kind or nature, whether express or implied, with respect to the Subdemised Premises, the remainder of the Premises, the common areas, or the Building, nor has Sublandlord agreed to undertake or perform any modifications, alterations, or improvements to the Subdemised Premises, the remainder of the Premises, the common areas or the Building which would inure to Subtenant’s benefit.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Corporate Condition The Company's condition is, in all material respects, as described in the Disclosure Documents (as further set forth in any subsequently filed Disclosure Documents, if applicable), except for changes in the ordinary course of business and normal year-end adjustments that are not, in the aggregate, materially adverse to the Company. Except for continuing losses, there have been no material adverse changes to the Company's business, financial condition, or prospects since the dates of such Disclosure Documents. The financial statements as contained in the 10-KSB and 10-QSB have been prepared in accordance with generally accepted accounting principles, consistently applied (except as otherwise permitted by Regulation S-X of the Exchange Act), subject, in the case of unaudited interim financial statements, to customary year end adjustments and the absence of certain footnotes, and fairly present the financial condition of the Company as of the dates of the balance sheets included therein and the consolidated results of its operations and cash flows for the periods then ended,. Without limiting the foregoing, there are no material liabilities, contingent or actual, that are not disclosed in the Disclosure Documents (other than liabilities incurred by the Company in the ordinary course of its business, consistent with its past practice, after the period covered by the Disclosure Documents). The Company has paid all material taxes that are due, except for taxes that it reasonably disputes. There is no material claim, litigation, or administrative proceeding pending or, to the best of the Company's knowledge, threatened against the Company, except as disclosed in the Disclosure Documents. This Agreement and the Disclosure Documents do not contain any untrue statement of a material fact and do not omit to state any material fact required to be stated therein or herein necessary to make the statements contained therein or herein not misleading in the light of the circumstances under which they were made. No event or circumstance exists relating to the Company which, under applicable law, requires public disclosure but which has not been so publicly announced or disclosed.

  • Property Condition Seller agrees to maintain the Property in its current condition, subject to ordinary wear and tear, from the time this Agreement comes into effect until the Closing. Buyer recognizes that the Seller, along with any licensed real estate agent(s) involved in this transaction, make no claims as to the validity of any property disclosure information. Buyer is required to perform their own inspections, tests, and investigations to verify any information provided by the Seller. Afterward, the Buyer shall submit copies of all tests and reports to the Seller at no cost.

  • Previously Reviewed Receivable; Duplicative Tests If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable representation and warranty on the Review Report.

Time is Money Join Law Insider Premium to draft better contracts faster.