Solvency Opinions. Marathon has received the Initial Opinions. All Working Papers of AAA relating to the Initial AAA Opinions have been made available to Ashland.
Solvency Opinions. Ashland and Marathon shall have received two “bring-down” solvency opinions of AAA dated as of the Closing Date and in substantially the form included in Section 10.01(g) of the Marathon Disclosure Letter (the “Bring-Down AAA Opinions”) and a “bring-down” solvency opinion of HLHZ dated as of the Closing Date and in substantially the form included in Section 10.01(g) of the Ashland Disclosure Letter (the “Bring-Down HLHZ Opinion” and, together with the Bring-Down AAA Opinion, the “Bring-Down Opinions”).
Solvency Opinions. Jefferies shall engage one or more nationally recognized valuation, appraisal or accounting firms or investment banks (the “Valuation Firm(s)”) and use commercially reasonable efforts to obtain from the Valuation Firm(s) (i) an opinion, dated the date the Jefferies Board of Directors declares and effects the Distribution, as to the solvency of Jefferies prior to the Distribution and (ii) an opinion as to the solvency and financial viability of Jefferies and SpinCo after the consummation of the Distribution, each in form and substance in the sole and absolute discretion of the Jefferies Board of Directors.
Solvency Opinions. The Valuation Firm(s) shall have delivered one or more opinions to the Jefferies Board of Directors confirming the solvency and financial viability of Jefferies before the consummation of the Distribution and each of Jefferies and SpinCo after the consummation of the Distribution, and such opinions shall be acceptable to Jefferies in form and substance in the sole and absolute discretion of the Jefferies Board of Directors, and such opinions shall not have been withdrawn, modified or rescinded.
Solvency Opinions. During the period from the date of this Agreement to the earlier of the Merger Effective Time and the termination of this Agreement, each of Post and SpinCo shall use their respective reasonable best efforts to obtain the Solvency Opinion that are required in order to satisfy the condition set forth in Section 2.3(d).
Solvency Opinions. From and after the date of this Agreement and until the Distribution Effective Time, VMware and Dell shall use their respective reasonable best efforts to obtain in connection with the Transactions such solvency opinions as are required in order to satisfy the conditions described in Section 7.1(b) and Section 7.1(c).
Solvency Opinions. From and after the date of this Agreement and until the Reclassification Effective Time, Match, IAC and New IAC shall use their respective reasonable best efforts to obtain in connection with Closing such solvency opinions as are required in order to satisfy the conditions described in Section 8.01(g) and Section 8.01(h).
Solvency Opinions. Each of RMT Partner and Remainco shall provide the valuation firm contemplated to give the Solvency Opinions reasonable access to all of the information reasonably necessary for the valuation firm to provide the Solvency Opinions. In the event that the valuation firm indicates it is unable to provide one or more of the Solvency Opinions, Remainco and RMT Partner shall use their reasonable best efforts to take any commercially reasonable actions so as to allow the valuation firm to provide the Solvency Opinions; provided, however, in no event shall Remainco or RMT Partner be required to agree to any amendments or modifications to this Agreement, the Separation Agreement or any other Transaction Document.
Solvency Opinions. 35- SECTION 6.17 Release from Seller................................... -35- SECTION 6.18 Zebra................................................. -35- SECTION 6.19 Certain Agreements.................................... -36- SECTION 6.20 Redemption............................................ -36- SECTION 6.21 1999 Financials....................................... -36- SECTION 6.22 Termination........................................... -36- SECTION 6.23 Debt at Closing....................................... -36- ARTICLE VII SELLER'S CLOSING CONDITIONS....................................... -36- SECTION 7.01 HSR Act, Etc.......................................... -36- SECTION 7.02 Consents; Approvals................................... -37- SECTION 7.03 No Injunctions or Restraints; Illegality.............. -37- SECTION 7.04 Blue Sky Laws......................................... -37- SECTION 7.05 Representations and Warranties........................ -37- SECTION 7.06 Agreements and Covenants.............................. -37- SECTION 7.07 Receipt of Closing Documents.......................... -37- SECTION 7.08 Stockholders Agreement................................ -37- SECTION 7.09 Redemption; Preferred Shares.......................... -37- SECTION 7.10 Non-Compete Payment................................... -37- SECTION 7.11 Proceedings and Documents............................. -37- SECTION 7.12 Supply Agreement...................................... -38- SECTION 7.13 Release from the Company.............................. -38- SECTION 7.14 Solvency Opinions..................................... -38- ARTICLE VIII THE CLOSING...................................................... -38- SECTION 8.01 Closing............................................... -38- SECTION 8.02 Obligations and Closing Deliveries of Parent, Seller and the Company....................................... -38- SECTION 8.03 Buyer's Obligations and Closing Deliveries............ -39- SECTION 8.04 Company's Obligations and Closing Deliveries to Seller -40-
Solvency Opinions. Any solvency opinions required under the Commitments shall have been received and shall be satisfactory to the lenders.
