Solvency Representation. Borrower’s obligations under paragraph 10(p) of the Security Agreement shall be suspended until the last day of Borrower’s 2010 fiscal fourth quarter ending on September 3, 2010. Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be required. Except as expressly amended hereby, the Security Agreement, as amended, are ratified and confirmed by the parties hereto and remain in full force and effect in accordance with the terms thereof. In the event there is any conflict between the provisions of this Thirteenth Amendment and those in the Security Agreement generally, the provisions of this Thirteenth Amendment shall control in all respects. THE XXXXX X. XXXXXXX TRUST DATED DECEMBER 15, 1999 By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Trustee Accepted and agreed to this 11th day of June, 2010. XXXXXXX COMMUNICATIONS, INC. By: /s/ C. Xxxx Xxxxxxxx, Xx. Name: C. Xxxx Xxxxxxxx, Xx. Title: CEO Accepted and agreed to this 11th day of June, 2010 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Treasurer and CFO Accepted and agreed to this 11th day of June, 2010 Consented and agreed to by the following guarantor of the obligations of Xxxxxxx Communications, Inc. to The Xxxxx X. Xxxxxxx Trust Dated December 15, 1999. WEGENER CORPORATION By: /s/ C. Xxxx Xxxxxxxx, Xx. Name: C. Xxxx Xxxxxxxx, Xx. Title: President and CEO Date: June 11, 2010
Solvency Representation. Warner represents and ----------------------- warrants that it is receiving fair and adequate consideration, as a result of arms length negotiations, for the transfer of the assets pursuant to the Asset Purchase Agreement and other assets being transferred and issued pursuant to this Agreement in that the RPC Lawsuits are being settled and the Services Contract Releases are being executed. Warner further represents and warrants that its current net worth deficit should be decreased as a result of the consummation of the transactions contemplated by this Agreement and the Asset Purchase Agreement and that Warner currently intends to pay its retained liabilities in accordance with their terms as they mature.
Solvency Representation. After giving effect to the transactions contemplated by the subscription agreement between IDTI and Newco dated June 10, 2011 and the Repo Agreement, in each case as and to the extent in effect on the date as of which this representation is made (i) the then fair value of the assets of each of IDTI and Newco, as applicable, was or is greater than the then total amount of liabilities, including contingent liabilities, of each of IDTI and Newco, as applicable, (ii) the then present fair salable value of the assets of each of IDTI and Newco, as applicable, was or is not less than the amount that, as applicable, was or will be required to pay the probable liabilities of each of IDTI and Newco, as applicable, on its existing debts as they become absolute and matured, (iii) each of IDTI and Newco, as applicable, did not and does not intend to, and did not and does not believe that it would or will, incur debts or liabilities beyond its ability to pay its own debts and liabilities as they mature and, (iv) each of IDTI and Newco, as applicable, was or is not engaged in a business or a transaction, and, as applicable, was or is not about to engage in a business or a transaction, for which its property would constitute unreasonably small capital.
Solvency Representation. Borrower’s obligations under paragraph 10(p) of the Agreement shall be suspended until the last day of Borrower’s 2010 fiscal third quarter. Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be required.
Solvency Representation. (a) After giving effect to the transactions contemplated by the subscription agreement between the Company and Newco dated June 24, 2013 and the Repo Agreement, in each case as and to the extent in effect on the date as of which this representation is made (i) the then fair value of the assets of the Company was or is greater than the then total amount of liabilities, including contingent liabilities, of the Company, (ii) the then present fair salable value of the assets of the Company was or is not less than the amount that, as applicable, was or will be required to pay the probable liabilities of the Company on its existing debts as they become absolute and matured, (iii) the Company did not and does not intend to, and did not and does not believe that it would or will, incur debts or liabilities beyond its ability to pay its own debts and liabilities as they mature and, (iv) the Company was or is not engaged in a business or a transaction, and was or is not about to engage in a business or a transaction, for which its property would constitute unreasonably small capital.
Solvency Representation. The Distributor represents and warrants to the Company as follows:
Solvency Representation. On January 27, 2006 and on the date hereof (in each case after giving effect to the transactions contemplated by the applicable repurchase agreement in effect on such date with respect to the Class A Preferred Shares) (i) the then fair value of the property of each of Agilent, World Trade and Cayco, as applicable, was or is greater than the then total amount of liabilities, including contingent liabilities, of each of Agilent, World Trade and Cayco, as applicable, (ii) the then present fair salable value of the assets of each of Agilent, World Trade and Cayco, as applicable, was or is not less than the amount that, as applicable, was or will be required to pay all probable liabilities of each of Agilent, World Trade and Cayco, as applicable, on its debts as they become absolute and matured, (iii) each of Agilent, World Trade and Cayco, as applicable, did not and does not intend to, and did not and does not believe that it would or will, incur debts or liabilities beyond its ability to pay its own debts and liabilities as they mature and (iv) each of Agilent, World Trade and Cayco, as applicable, was or is not engaged in a business or a transaction, and, as applicable, was or is not about to engage in a business or a transaction, for which its property would constitute unreasonably small capital.
Solvency Representation. The Developer represents to the County that at the time of execution of the Agreement that it is solvent.
Solvency Representation. As of the Effective Date, Buyer is solvent. Buyer is not entering into this Agreement with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement will not have any such effect. The transactions contemplated in this Agreement will not constitute a fraudulent conveyance or any act with similar consequences, or otherwise give rise to any right of any creditor of Buyer whatsoever to lodge any claim against Seller, Buyer or any assets owned by Buyer.
Solvency Representation. Both immediately before, and immediately after giving effect to, the transactions contemplated by this Agreement: (i) the fair value of the Seller’s assets would exceed its liabilities (including contingent liabilities); (ii) the present fair saleable value of Seller’s assets would be greater than the amount required to pay its probable liabilities on its existing debts (including contingent liabilities) as such debts become absolute and mature; (iii) Seller would be able to pay its liabilities (including contingent liabilities) as they mature; (iv) Seller is “solvent” (within the meaning of applicable laws relating to fraudulent transfers) and would not have unreasonably small capital for the business in which it is engaged and in which it is proposed to be engaged following consummation of the transactions contemplated by this Agreement. Seller does not intend to incur, and Seller does not believe that it has incurred or will incur as a result of the transactions contemplated by this Agreement, debts beyond Seller’s ability to pay such debts as such debts mature.
