Common use of Solvency Clause in Contracts

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 443 contracts

Samples: Securities Purchase Agreement (Image Protect, Inc.), Securities Purchase Agreement (Max Sound Corp), Securities Purchase Agreement (Reach Messaging Holdings, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 252 contracts

Samples: Securities Purchase Agreement (Ozop Surgical Corp.), Securities Purchase Agreement (Digerati Technologies, Inc.), Form of Securities Purchase Agreement (C-Bond Systems, Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company’s financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 81 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nexgel, Inc.), Securities Purchase Agreement (Clean Energy Technologies, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 38 contracts

Samples: Securities Purchase Agreement (HempAmericana, Inc.), Securities Purchase Agreement (Cachet Financial Solutions, Inc.), Securities Purchase Agreement (Midnight Holdings Group Inc)

Solvency. The Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 29 contracts

Samples: Securities Purchase Agreement (Cannasys Inc), Securities Purchase Agreement (Hangover Joe's Holding Corp), Securities Purchase Agreement (Flitways Technology Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 23 contracts

Samples: Registration Rights Agreement (Midnight Holdings Group Inc), Registration Rights Agreement (Midnight Holdings Group Inc), Amended and Restated Registration Rights Agreement (Visijet Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 20 contracts

Samples: Securities Purchase Agreement (Optigenex Inc.), Securities Purchase Agreement (Optigenex Inc.), Securities Purchase Agreement (Wellstar International, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower's ability to continue as a "going concern" shall not, by itself, be a violation of this Section 3(w).

Appears in 16 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (SusGlobal Energy Corp.), Securities Purchase Agreement (Vet Online Supply Inc)

Solvency. The Except as provided on Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as provided on Schedule 3(x), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 15 contracts

Samples: Securities Purchase Agreement (Clickable Enterprises Inc), Securities Purchase Agreement (Clickable Enterprises Inc), Securities Purchase Agreement (Juniper Group Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Company’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 15 contracts

Samples: Securities Purchase Agreement (Kannalife Inc), Securities Purchase Agreement (Blow & Drive Interlock Corp), Securities Purchase Agreement (Pharmagreen Biotech Inc.)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 15 contracts

Samples: Master Agreement (Patriot Scientific Corp), Securities Purchase Agreement (Datalink Net Inc), Registration Rights Agreement (T Netix Inc)

Solvency. The Except as disclosed at Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive received a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which anticipates that its new auditors might issue will continue to provide a qualified opinion going concern qualification in respect of its current fiscal year.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Globalnet Corp), Securities Purchase Agreement (Globalnet Corp), Securities Purchase Agreement (Globalnet Corp)

Solvency. The Except as disclosed in Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to mature over the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year next twelve (12) months.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Itronics Inc), Securities Purchase Agreement (Itronics Inc), Securities Purchase Agreement (Itronics Inc)

Solvency. The Except as set forth in Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Univec Inc), Securities Purchase Agreement (Wi-Fi Tv Inc), Securities Purchase Agreement (Dibz International Inc)

Solvency. The As disclosed on the Company’s SEC filings, the Company (after giving effect to the transactions contemplated by this Agreement) has more assets than liabilities and is solvent (i.e., its assets have a fair market value in excess of greater than the amount required to pay its probable liabilities on its existing debts as they become absolute and matured ) and currently ). Currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 6 contracts

Samples: Note Purchase Agreement (Epazz Inc), Securities Purchase Agreement (Max Sound Corp), Securities Purchase Agreement (Max Sound Corp)

Solvency. The Except as set forth in Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as set forth in Schedule 3(x), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Banyan Corp /Or/), Securities Purchase Agreement (Banyan Corp /Or/), Securities Purchase Agreement (Banyan Corp /Or/)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 5 contracts

Samples: Registration Rights Agreement (Fem One Inc), Registration Rights Agreement (Aquatic Cellulose International Corp), Modification and Waiver Agreement (Ibiz Technology Corp)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured necessary to be paid to continue operating the business as now operated) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 5 contracts

Samples: Securities Purchase Agreement (Veriteq), Securities Exchange Agreement (Veriteq), Securities Purchase Agreement (Veriteq)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in SCHEDULE 3(X), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 5 contracts

Samples: Securities Purchase Agreement (QPC Lasers), Securities Purchase Agreement (QPC Lasers), Securities Purchase Agreement (QPC Lasers)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to not have, nor does it intend to take any action that would impair impair, its ability to, to pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 5 contracts

Samples: Registration Rights Agreement (Hillman Co), Agreement (Saba Petroleum Co), Stock Purchase Agreement (Probex Corp)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(x).

Appears in 4 contracts

Samples: Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Myecheck, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 4 contracts

Samples: Securities Purchase Agreement (Qpagos), Securities Purchase Agreement (Coates International LTD \De\), Securities Purchase Agreement (Qpagos)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 4 contracts

Samples: Series a Convertible Preferred Stock and Warrant (Globalmedia Com), Registration Rights Agreement (Pharmaprint Inc), Registration Rights Agreement (Learn2 Com Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company’s financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 4 contracts

Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.)

Solvency. The Company individually and together with its Subsidiaries on a consolidated basis ( both before and after giving effect to the transactions contemplated by this Agreement the Transaction Documents) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to not have, nor does it intend to take any action that would impair impair, its ability to, to pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 4 contracts

Samples: Securities Purchase Agreement (Biotechnology Value Fund L P), Proprietary Information Agreement (Alloy Online Inc), Midway Games Inc

Solvency. The Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Securities Purchase Agreement (PAWS Pet Company, Inc.), Securities Purchase Agreement (PAWS Pet Company, Inc.), Securities Purchase Agreement (PAWS Pet Company, Inc.)

Solvency. The Company ( Except as set forth in Schedule 3(x), the Company, after giving effect to the transactions contemplated by this Agreement ) is , will be solvent (i.e., its assets have a fair market value in excess of the amount required Company is able to pay its probable liabilities on its existing debts as they become absolute due and matured payable) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature become due and payable. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Registration Rights Agreement (Conectisys Corp), Registration Rights Agreement (Conectisys Corp), Registration Rights Agreement (Conectisys Corp)

Solvency. The Except as set forth on SCHEDULE 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Registration Rights Agreement (Kanakaris Wireless), Securities Purchase Agreement (Kanakaris Wireless), Registration Rights Agreement (Kanakaris Wireless)

Solvency. The Except as set forth on Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as set forth on Schedule 3(x), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Codesmart Holdings, Inc.), Registration Rights Agreement (Peabodys Coffee Inc/Nv), Registration Rights Agreement (Peabodys Coffee Inc/Nv)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information (other than the Debenture Obligations) that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and end; however, after giving effect to the transactions contemplated by this Agreement, it does not anticipate or know of any basis upon which the issuance by its auditors might issue of a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Admiralty Holding Co), Securities Purchase Agreement (Admiralty Holding Co), Registration Rights Agreement (Ruby Mining Co)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts debt mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Max Sound Corp), Securities Purchase Agreement (Max Sound Corp), Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company's financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Apotheca Biosciences, Inc.), Securities Purchase Agreement (Multimedia Platforms Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. mature The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, Agreement does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Aja Cannafacturing, Inc.), Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (Aja Cannafacturing, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude reasonablyconclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 3 contracts

Samples: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Petrone Worldwide, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated transactionscontemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the ofthe amount required to pay its probable liabilities on its existing debts as they become absolute and absoluteand matured) and currently the Company has no information that would lead it to reasonably conclude reasonablyconclude that the Company would not, after giving effect to the transaction contemplated by this Agreement thisAgreement, have the ability to, nor does it intend to take any action that would impair its ability to abilityto, pay its debts from time to time incurred in connection therewith as such debts mature. The Company TheCompany did not receive a qualified opinion from its auditors with respect to its most recent fiscal recentfiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not doesnot anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect inrespect of its current fiscal year.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Twentyfour/Seven Ventures, Inc.), Securities Purchase Agreement (Hypertension Diagnostics Inc /Mn), Securities Purchase Agreement (Twentyfour/Seven Ventures, Inc.)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement Offering) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 3 contracts

Samples: Underwriting Agreement (Ibis Technology Corp), Underwriting Agreement (Ibis Technology Corp), Ibis Technology Corp

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement the Offering) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 3 contracts

Samples: Proprietary Information Agreement (Fx Energy Inc), Proprietary Information Agreement (Fx Energy Inc), Fx Energy Inc

Solvency. The Except as disclosed in SCHEDULE 3(X), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in SCHEDULE 3(X), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Central Wireless Inc), Registration Rights Agreement (Central Wireless Inc)

Solvency. The Except as disclosed in Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in Schedule 3(x), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Central Wireless Inc), Central Wireless Inc

Solvency. The Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and SPA – FPVD, after giving effect to the transactions contemplated by this Agreement T1, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year. 2015-08-25

Appears in 2 contracts

Samples: Securities Purchase Agreement (Force Protection Video Equipment Corp.), Securities Purchase Agreement (Force Protection Video Equipment Corp.)

Solvency. The Except as provided for in the Company’s financial statements included in its Form 10-Q for the period ended September 30, 2014, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company’s financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (STW Resources Holding Corp.), Securities Purchase Agreement (Sibling Group Holdings, Inc.)

Solvency. The Except as set forth in the Company Disclosure Schedule, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (United States Oil & Gas Corp), Securities Purchase Agreement (United States Oil & Gas Corp)

Solvency. The Except as set forth in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Exchange Agreement (Eastside Distilling, Inc.), Securities Purchase Agreement (Eastside Distilling, Inc.)

Solvency. The Company LBC (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company LBC has no information that would lead it to reasonably conclude that the Company LBC would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company LBC did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Agreement Between Shareholders (Lasalle Brands Corp), Agreement Between Shareholders (Lasalle Brands Corp)

Solvency. The Company (after giving effect to -------- the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Registration Rights Agreement (Med Gen Inc), Registration Rights Agreement (Med Gen Inc)

Solvency. The Company (after giving effect to the -------- transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Registration Rights Agreement (Med Gen Inc), Registration Rights Agreement (Epicus Communications Group Inc)

Solvency. The Company (after giving effect to the transactions -------- contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Registration Rights Agreement (Roanoke Technology Corp), Registration Rights Agreement (World Golf League Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e. ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pazoo, Inc.), Securities Purchase Agreement (Mind Solutions Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets and sources of funding have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Camelot Entertainment Group, Inc.), Securities Purchase Agreement (Camelot Entertainment Group, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable current liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed on Schedule 3(x), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Amended and Restated Unit Subscription Agreement (Amnis Systems Inc), Registration Rights Agreement (Amnis Systems Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement Agreement , have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Well Power, Inc.), Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The As set forth in the SEC Documents, the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement , does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 2 contracts

Samples: Securities Purchase Agreement (Yappn Corp.), Securities Purchase Agreement (Yappn Corp.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in the SEC Documents or on Schedule 3(c)(xi), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any qualification of the auditors’ opinion relating to the Company’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(c)(xi).

Appears in 2 contracts

Samples: Note Purchase Agreement (Grom Social Enterprises, Inc.), Note Purchase Agreement (Qrons Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed on Schedule 4(v), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Company’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 4(v).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as set forth in the SEC documents, the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Dethrone Royalty Holdings, Inc.), Securities Purchase Agreement (Dethrone Royalty Holdings, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Other than a going concern statement in the Report and the notes to the financial statements, the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Quantum Materials Corp.), Securities Purchase Agreement (Quantum Materials Corp.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after and except that the Company’s auditors indicated that the Company’s financial statements were prepared assuming the Company will continue as a going concern After giving effect to the transactions contemplated by this Agreement, the Company does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Hypersolar, Inc.), Securities Purchase Agreement (BioSolar Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower's ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Reac Group, Inc.), Securities Purchase Agreement (Ozop Surgical Corp.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Company's ability to continue as a "going concern" shall not, by itself, be a violation of this Section 3(w).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cannasys Inc), Securities Purchase Agreement (Cannasys Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . Notwithstanding anything herein to the contrary the Buyer is aware of the "going concern" opinion issued by the Company's auditors.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Freshwater Technologies Inc.), Securities Purchase Agreement (Freshwater Technologies Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end other than with respect to its ability to continue as a “going concern” and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year year (other than with respect to its ability to continue as a “going concern”).

Appears in 2 contracts

Samples: Securities Purchase Agreement (One World Pharma, Inc.), Securities Purchase Agreement (SmartMetric, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not {YES IT DID!!!!!-SEE 10k FOR NOVEMBER 30, 2004 FILED FEBRUARY 28, 2005} receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Daniels Corporate Advisory Company, Inc.), Securities Purchase Agreement (Daniels Corporate Advisory Company, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year end.

Appears in 2 contracts

Samples: Securities Purchase Agreement (CrowdGather, Inc.), Securities Purchase Agreement (CrowdGather, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion is currently in respect default of its current fiscal year secured convertible debentures.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sanomedics International Holdings, Inc), Securities Purchase Agreement (Sanomedics International Holdings, Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive received a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jackson Rivers Co), Registration Rights Agreement (Jackson Rivers Co)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . .The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lingerie Fighting Championships, Inc.), Securities Purchase Agreement (Lingerie Fighting Championships, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction transactions contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company’s financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SIMPLICITY ESPORTS & GAMING Co), Securities Purchase Agreement (SIMPLICITY ESPORTS & GAMING Co)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has Companyhas no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Petrone Worldwide, Inc.), Securities Purchase Agreement (Petrone Worldwide, Inc.)

Solvency. The Company ( both before and after giving effect -------- to the transactions contemplated by this Agreement) is solvent (i.e., its assets ---- have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to not have, nor does it intend to take any action that would impair impair, its ability to, to pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Registration Rights Agreement (Aura Systems Inc), Securities Purchase Agreement (Aura Systems Inc)

Solvency. The Company ( both before and after giving effect to -------- the transactions contemplated by this Agreement) is solvent (i.e., its assets ---- have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently subject to SCHEDULE 4(l), the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to not have, nor does it intend to take any action that would impair impair, its ability to, to pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aastrom Biosciences Inc), Securities Purchase Agreement (Aastrom Biosciences Inc)

Solvency. The Company ( both before and after giving effect to the -------- transactions contemplated by this Agreement) is solvent (i.e., its assets have a ---- fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ashton Technology Group Inc), Series E Preferred Stock and Warrant (American Telesource International Inc)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in SCHEDULE 3(X), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Omni Usa Inc), Registration Rights Agreement (Patriot Scientific Corp)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in Schedule 3(t), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Universal Energy Corp.), Securities Purchase Agreement (Universal Energy Corp.)

Solvency. The Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Uniview Technologies Corp), Securities Purchase Agreement (Uniview Technologies Corp)

Solvency. The Company and its Subsidiaries taken as a whole ( both before and after giving effect to the transactions contemplated by this Agreement) is are solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (K2 Inc), K2 Inc

Solvency. The Company and its subsidiaries, taken as a whole (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company’s financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (H/Cell Energy Corp), Securities Purchase Agreement (H/Cell Energy Corp)

Solvency. The Company individually and together with its Subsidiaries on a consolidated basis ( both before and after giving effect to the CSD Acquisition, the transactions contemplated by this Agreement , the Financing Agreement and the Congress Loan Documents) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to not have, nor does it intend to take any action that would impair impair, its ability to, to pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 2 contracts

Samples: Securities Purchase Agreement (Clean Harbors Inc), Securities Purchase Agreement (Clean Harbors Inc)

Solvency. The Company ( Company, after giving effect to the transactions contemplated by this Agreement ) , is solvent ( i.e. except as of September 30, 2006 the Company’s liabilities exceeded its assets have a fair market value in excess of and after the amount required Closing the Company’s liabilities will continue to pay exceed its probable liabilities on its existing debts as they become absolute and matured assets) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in SCHEDULE 3(X), the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Siricomm Inc), Securities Purchase Agreement (BioMETRX)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently . Currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end (other than such report was qualified as to the Company’s ability to continue as going concern) and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (Basanite, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts debt mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (MINERALRITE Corp)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e. Currently, its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it not intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower's ability to continue as a "going concern" shall not, by itself, be a violation of this Section 3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (Freeseas Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e. Currently, its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it not intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (Freeseas Inc.)

Solvency. The Company ELAY (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company ELAY has no information that would lead it to reasonably conclude that the Company ELAY would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company ELAY did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Agreement for Share Exchange (eLayaway, Inc.)

Solvency. The Except as described in its Commission Filings, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Securities Purchase Agreement (Espre Solutions Inc)

Solvency. The Except as disclosed in Schedule 3(x) and the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to mature over the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year next twelve (12) months.

Appears in 1 contract

Samples: Securities Purchase Agreement (Itronics Inc)

Solvency. The Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( ( i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 1 contract

Samples: Securities Purchase Agreement (IDdriven, Inc.)

Solvency. The Except as provided in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to Company’s financial statements for its most recent fiscal year end and and interim financial statements have been prepared assuming the Company will continue as a going concern, after giving effect to which contemplates the transactions contemplated by this Agreement, does not anticipate or know realization of any basis upon which its auditors might issue a qualified opinion assets and the satisfaction of liabilities in respect the normal course of its current fiscal year business.

Appears in 1 contract

Samples: Securities Purchase Agreement (NanoFlex Power Corp)

Solvency. The Except as set forth in SCHEDULE 3(h), the Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Esynch Corp/Ca)

Solvency. The Except as set forth in Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Ingen Technologies, Inc.)

Solvency. The Except as set forth on SCHEDULE 3(X), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Descriptor Systems Inc)

Solvency. The Except as set forth on Schedule 3(x), the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Torbay Holdings Inc)

Solvency. The Except as set forth on Schedule 3.25, the Company ( both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Except as disclosed in Schedule 3.25, the Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Nx Networks Inc)

Solvency. The Except as set forth on schedule 3(x), as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 1 contract

Samples: Securities Purchase Agreement (Elite Data Services, Inc.)

Solvency. The Company Seller is not entering into this Agreement with the intent to hinder, delay or defraud any Person to which Seller is, or may become, indebted. Seller (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company Seller has no information that would lead it to reasonably conclude that the Company it would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature . The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year .

Appears in 1 contract

Samples: Asset Purchase Agreement (Context Therapeutics LLC)

Solvency. The Subject to the disclosures in the SEC Documents, including without limitation the statements in various SEC Documents under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive For the avoidance of doubt any disclosure of the Borrower’s inability to continue as a qualified opinion from its auditors with respect to its most recent fiscal year end and “going concern” shall not, after giving effect to the transactions contemplated by itself, be a violation of this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year Section 3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (El Capitan Precious Metals Inc)

Solvency. The Company (after giving effect to the -------- transactions contemplated by this Agreement) is solvent (i.e., its assets have a --- fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, not have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Airtech International Group Inc)

Solvency. The Company (after giving effect to the transactions -------- contemplated by this Agreement) is solvent (i.e., its assets have a fair --- market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

Appears in 1 contract

Samples: Registration Rights Agreement (Mt Ultimate Healthcare Corp)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., believes that its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured ) , and currently the Company has no current information that would lead it to reasonably conclude that that, the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive received a qualified “going concern” opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, and the Company does not anticipate have adequate cash reserves to fund operation over the ensuing 12 months without entering into other funding arrangements, securing joint venture partnerships or know making asset sales. For the avoidance of doubt any basis upon which its auditors might issue disclosure of the Borrower’s ability to continue as a qualified opinion in respect “going concern” shall not, by itself, be a violation of its current fiscal year this Section 3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (Foothills Exploration, Inc.)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent insolvent (i.e., its assets do not have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured ) and currently ). Currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion going concern statement in both its 2006 10QKSB and its 2007 10QSB09-0-07 from its auditors with respect to its most recent audited fiscal year end and and most recent quarterly review, after giving effect to the transactions contemplated by this Agreement, does not do anticipate or know of any basis upon which its auditors might to issue a qualified opinion going concern statement in respect of its current fiscal year.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cyber Defense Systems Inc)

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is not solvent (i.e., its assets do not have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year . For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

Appears in 1 contract

Samples: Securities Purchase Agreement (Ecosciences, Inc.)