Common use of Solvency Matters Clause in Contracts

Solvency Matters. (a) Parent and the Company will jointly agree to retain a mutually satisfactory appraisal firm (the "Appraiser") to provide a letter to the Board of Directors of the Company and the Board of Directors of the Parent (the "Solvency Letter") to the effect that the financing to be provided to Parent to effect the Offer and the Merger and the other transactions contemplated hereby will not cause (i) the fair salable value of the Surviving Corporation's assets to be less than the total amount of its existing liabilities, (ii) the fair salable value of the assets of the Surviving Corporation to be less than the amount that will be required to pay its probable liabilities on its existing debts as they mature, (iii) the Surviving Corporation not to be able to pay its existing debts as they mature or (iv) the Surviving Corporation to have an unreasonably small capital with which to engage in its business. (b) The Appraiser will be requested to deliver a Solvency Letter as promptly as practicable. If the Appraiser is unable to deliver the Solvency Letter or the Solvency Letter is not reasonably acceptable to the Board of Directors of the Company, Parent and Subsidiary covenant and agree that, notwithstanding anything to the contrary in this Agreement, Subsidiary shall not accept for payment or pay for Shares pursuant to the Offer.

Solvency Matters. (a) Parent and the Company will jointly agree to retain a mutually satisfactory appraisal firm (the "AppraiserAPPRAISER") to provide a letter to the Special Committee of the Board of Directors of the Company and the Board of Directors of the Parent (the "Solvency LetterSOLVENCY LETTER") to the effect that the financing to be provided to Parent Purchaser to effect the Offer and the Merger and the other transactions contemplated hereby will not cause (i) the fair salable value of the Surviving Corporation's assets to be less than the total amount of its existing liabilities and identified contingent liabilities, (ii) the fair salable value of the assets of the Surviving Corporation to be less than the amount that will be required to pay its probable liabilities on its existing debts as they mature, (iii) the Surviving Corporation not to be able to pay its existing debts as they mature or (iv) the Surviving Corporation to have an unreasonably small capital with which to engage in its business. (b) The Appraiser will be requested to deliver a Solvency Letter as promptly as practicable. If the Appraiser is unable to deliver the Solvency Letter prior to the acceptance of Shares pursuant to the Offer or the Solvency Letter is not reasonably acceptable to the Special Committee of the Board of Directors of the CompanyCompany (after reasonable efforts are made to remedy any deficiencies in the Solvency Letter), Parent and Subsidiary Purchaser covenant and agree that, notwithstanding anything to the contrary in this Agreement, Subsidiary that they shall not accept for payment or pay for Shares pursuant to consummate the Offer.