Common use of Solvency Clause in Contracts

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 17 contracts

Samples: Credit Agreement (Lubys Inc), Credit Agreement (Lubys Inc), Credit Agreement (Lubys Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 15 contracts

Samples: First Lien Credit Agreement (Sunterra Corp), Second Lien Credit Agreement (Sunterra Corp), Credit Agreement (Alion Science & Technology Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets properties of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 13 contracts

Samples: Credit Agreement (TTM Technologies Inc), Credit Agreement (Cambium-Voyager Holdings, Inc.), Credit Agreement (Mattress Firm Holding Corp.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each Loan Party, at a fair valuation, Party will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 9 contracts

Samples: Credit Agreement (Cpi International, Inc.), Amended and Restated Credit Agreement (Cpi International, Inc.), Amended and Restated Credit Agreement (Cpi International, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties taken as a whole will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties taken as a whole will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties taken as a whole will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 9 contracts

Samples: Credit Agreement (Knoll Inc), Amended and Restated Credit Agreement (Knoll Inc), Amended and Restated Credit Agreement (Knoll Inc)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 7 contracts

Samples: Credit Agreement (Innerworkings Inc), Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date (or other extension of credit hereunder) and after giving effect to the application of the proceeds of such Loans each Loan (or other extension of credit hereunder), (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 7 contracts

Samples: Credit Agreement (Blackboard Inc), Revolving Credit Agreement (Maxxam Inc), Term Loan Agreement (Maxxam Inc)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date Date.(b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 6 contracts

Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc), Amended and Restated Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Cellu Tissue Holdings, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date.

Appears in 6 contracts

Samples: Credit Agreement (Lapeyre James M Jr), Amended and Restated Credit Agreement (Lapeyre James M Jr), Kaleido Biosciences, Inc.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date conducted.

Appears in 6 contracts

Samples: Second Amended and Restated Credit Agreement (Spirit AeroSystems Holdings, Inc.), Second Amended and Restated Credit Agreement (Spirit AeroSystems Holdings, Inc.), Seminis Inc

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.), Credit Agreement (InfuSystem Holdings, Inc), Joinder Agreement (Ipsco Tubulars Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 5 contracts

Samples: Credit Agreement (CCC Information Services Group Inc), First Lien Credit Agreement (STR Holdings LLC), Second Lien Credit Agreement (STR Holdings LLC)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties, at taken as a fair valuation whole, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their collective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 5 contracts

Samples: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Closing Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured and (d) each the Loan Party Parties, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 5 contracts

Samples: Amendment to Credit Agreement (Horizon Global Corp), Incremental Facility Agreement (Trimas Corp), Term Loan Amendment (Horizon Global Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 5 contracts

Samples: Credit Agreement (Poindexter J B & Co Inc), Credit Agreement (Solaris Oilfield Infrastructure, Inc.), Credit Agreement (Orion Marine Group Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Loans and to the rights of reimbursement, contribution and subrogation created by the Collateral Agreement, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 5 contracts

Samples: Credit Agreement (Idearc Inc.), Credit Agreement (Dex Media East LLC), Dex Media International Inc

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date . As used in this Section 3.15, the term “fair value” means the amount at which the applicable assets would change hands between a willing buyer and a willing seller within a reasonable time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both and “present fair saleable value” means the amount that may be realized if the applicable company’s aggregate assets are sold with reasonable promptness in an arm’s length transaction under present conditions for the sale of a comparable business enterprises.

Appears in 5 contracts

Samples: Amended and Restated Credit Facility Agreement (Lennox International Inc), Amended and Restated Credit Facility Agreement (Lennox International Inc), Amended and Restated Credit Agreement (Valmont Industries Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date.

Appears in 5 contracts

Samples: Amended and Restated Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp), Credit Agreement (Energy Conversion Devices Inc), Amended and Restated Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)

Solvency. Immediately after following the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Closing Date, (a) the fair value of the assets of each the Loan Party Parties taken as a whole, at a fair valuation valuation on a going concern basis, will exceed its their debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property of each the Loan Party Parties taken as a whole will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each the Loan Party Parties taken as a whole will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured (taking into account all available financing options), and (d) each the Loan Party Parties taken as a whole will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Date conducted.

Appears in 5 contracts

Samples: First Lien Credit Agreement (Emdeon Inc.), First Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair saleable valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. (c) In relation to any Loan Party incorporated in the UK, it is not insolvent or unable to pay its debts (including subordinated and contingent debts), nor could it be deemed by a court to be unable to pay its debts within the meaning of Section 123(1)(e) or 123(2) of the Insolvency Act 1986 (provided that, for purposes of Section 123(1)(a) of the Insolvency Act of 1986 of England and Wales, the figure £750 shall be deemed to be £250,000) nor will it become so in consequence of entering into any of the Transactions and/or performing any of the Transactions contemplated by the Loan Documents or the Collateral Documents.

Appears in 4 contracts

Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Murray LTD), Credit Agreement (Edgen Murray II, L.P.)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date Date.(b) No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 4 contracts

Samples: Credit Agreement (JOINT Corp), Credit Agreement (Landec Corp \Ca\), Credit Agreement (Mam Software Group, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following After the making of each any Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans thereto, (a) the fair value of the assets of each Loan Party the Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party the Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party the Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party the Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Amended and Restated Credit Agreement (Electromed, Inc.), Credit Agreement (Electromed, Inc.), Loan Agreement (Vitesse Semiconductor Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date Both before and after giving effect to each Term Loan, the application transactions contemplated herein, and the payment and accrual of all transaction costs in connection with the proceeds of foregoing, each Loan Party is and will be Solvent. As used herein, “Solvent” means, with respect to a Loan Party on a particular date, that on such Loans, date (a) the fair value of the assets property of each such Loan Party is greater than the total amount of liabilities, including contingent liabilities, of such Loan Party , at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; (b) the present fair saleable salable value of the property assets of each such Loan Party will be greater is not less than the amount that will be required to pay the probable liability of such Loan Party on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities they become absolute and matured; (c) each such Loan Party will be able does not intend to, and does not believe that it will, incur debts or liabilities beyond such Loan Party’s ability to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute mature; (d) such Loan Party is not engaged in a business or transaction, and matured is not about to engage in a business or transaction, for which such Loan Party’s property would constitute an unreasonably small capital; and ( d e) each such Loan Party will is not have unreasonably small capital with which “insolvent” within the meaning of Section 101(32) of the United States Bankruptcy Code (11 U.S.C. § 101, et. seq), as amended from time to conduct time. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the business amount that, in which it is engaged as such business is now conducted light of all the facts and is proposed circumstances existing at the time, represents the amount that can be reasonably be expected to be conducted following the Effective Date become an actual or matured liability.

Appears in 4 contracts

Samples: Loan and Security Agreement (Syndax Pharmaceuticals Inc), Loan and Security Agreement (Syndax Pharmaceuticals Inc), Loan and Security Agreement (Pacira Pharmaceuticals, Inc.)

Solvency. Immediately Both immediately before and immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date Credit Extension and after giving effect to the application of the proceeds of such Loans each Credit Extension, (a) the fair value of the assets properties of each Loan Party, at a fair valuation, Party will exceed its debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed proposed, contemplated or about to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.), Credit Agreement (PHC Inc /Ma/)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of initial Credit Extensions made on the proceeds of such Loans Closing Date, (a) the fair value of the assets of each Loan Party the Credit Parties, at taken as a fair valuation whole, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party the Credit Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured mature; and (c) each Loan no Credit Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Ventas Inc), Credit and Guaranty Agreement (Care Capital Properties, Inc.), Credit and Guaranty Agreement (Ventas Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application initial Extensions of Credit made on the proceeds of such Loans Closing Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, Credit Party will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Credit Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured mature; and ( d iii) each Loan Credit Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Take Two Interactive Software Inc, Snyder Communications Inc, Ventiv Health Inc

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date Advance and after giving effect to the application of the proceeds of such Loans each Advance, (a) the fair value of the assets of each the Borrower, together with the other Loan Party, at Parties on a fair valuation consolidated basis, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Borrower, together with the other Loan Party Parties on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Borrower, together with the other Loan Party Parties on a consolidated basis, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Borrower, together with the other Loan Party Parties on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Waiver to Credit Agreement (Quintana Energy Services Inc.), Waiver to Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Second Amended and Restated Credit Agreement (Basic Energy Services Inc), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties taken as a whole will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties taken as a whole will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties taken as a whole will not have unreasonably small capital with which to conduct the business businesses in which it is they are engaged as such business is businesses are now conducted and is are proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Credit Agreement (Amis Holdings Inc), Amis Holdings Inc, Fairchild Semiconductor International Inc

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties, taken as a whole, at a fair valuation, will exceed its the debts and liabilities liabilities of the Loan Parties, taken as a whole, whether subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party will be Parties, taken as a whole, is greater than the amount that will be required to pay the probable liability of its the debts and other liabilities liabilities of the Loan Parties, taken as a whole, whether subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each none of the Loan Party Parties intends to incur, or believe that it will incur, debts in amounts such that the Loan Parties, taken as a whole, will not be able to pay its debts and liabilities, subordinated, contingent or otherwise, as capable of paying such debts and liabilities become absolute and matured as they mature in the ordinary course of business; and (d) each none of the Loan Party will not Parties, taken as a whole, have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Credit Agreement (Medley LLC), Credit Agreement (Medley Management Inc.), Credit Agreement (Medley Management Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property properties of each the Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business businesses in which it is they are engaged as such business is businesses are now conducted and is are now proposed to be conducted following the Effective Closing Date.

Appears in 4 contracts

Samples: Credit Agreement (Beazer Homes Usa Inc), Second Amended and Restated Credit Agreement (Beazer Homes Usa Inc), Amendment to Second Amended and Restated Credit Agreement (Beazer Homes Usa Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 4 contracts

Samples: Credit Agreement (Knowles Electronics Holdings Inc), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 4 contracts

Samples: Credit Agreement (Advance Auto Parts Inc), Term Loan Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of Transactions on the proceeds of such Loans Closing Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its exceeded the debts and liabilities , direct, subordinated, contingent or otherwise , of such Loan Party; ( b ii) the present fair saleable value of the property of each Loan Party will be was greater than the amount that will be required to pay the probable liability of such Loan Party, on its debts and other liabilities , direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities , direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date . (b) No Loan Party intends to, and no Loan Party believes that it will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it and the timing and amounts of cash to be payable on or in respect of its Indebtedness.

Appears in 3 contracts

Samples: Credit Agreement (Sirius Xm Radio Inc.), Credit Agreement (Xm Satellite Radio Holdings Inc), Credit Agreement (Xm Satellite Radio Holdings Inc)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property assets of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in the light of all facts and circumstances then existing, represents the amount that can reasonably be expected to become actual or matured liabilities. (b) No Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 3 contracts

Samples: Eleventh Amendment to Credit Agreement (Core-Mark Holding Company, Inc.), Credit Agreement (Core-Mark Holding Company, Inc.), Credit Agreement (Core-Mark Holding Company, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following After the making of each any Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans thereto, (a) the fair value of the assets of each Loan Party Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party no Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Sunlink Health Systems Inc), Amended and Restated Credit Agreement (Golden Oval Eggs LLC), Credit Agreement (Golden Oval Eggs LLC)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following After the making of each any Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, thereto: (a) the fair value of the assets of each Loan Party Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party no Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Second Amended and Restated Credit Agreement (Cabelas Inc), Amended and Restated Credit Agreement (Cabelas Inc), Second Amended and Restated Credit Agreement (Cabelas Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date Both before and after giving effect to each Term Loan, the application transactions contemplated herein, and the payment and accrual of all transaction costs in connection with the proceeds of foregoing, each Loan Party is and will be Solvent. As used herein, “Solvent” means, with respect to a Loan Party on a particular date, that on such Loans, date (a) the fair value of the assets property of each such Loan Party is greater than the total amount of liabilities, including contingent liabilities, of such Loan Party , at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; (b) the present fair saleable salable value of the property assets of each such Loan Party will be greater is not less than the amount that will be required to pay the probable liability of such Loan Party on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities they become absolute and matured; and ( d c) each such Loan Party will does not have unreasonably small capital with which intend to, and does not believe that it will, incur debts or liabilities beyond such Loan Party’s ability to conduct the business in which it is engaged pay as such business is now conducted debts and is proposed liabilities mature. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to be conducted following the Effective Date become an actual or matured liability.

Appears in 3 contracts

Samples: Loan and Security Agreement (Endocyte Inc), Loan and Security Agreement (Endocyte Inc), Loan and Security Agreement (Endocyte Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date Closing and immediately following the making of each Loan made on the Effective Closing Date and following the making of any Loan made after the Closing Date, after giving effect to the application of the proceeds of each such Loans Loan, (a) the fair value of the assets of each Loan Party of the Borrower, and the Guarantors, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise , at a fair valuation; (b) the present fair saleable value of the property of each Loan Party of the Borrower, and the Guarantors will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party of the Borrower and the Guarantors will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party neither the Borrower, nor any of the Guarantors will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is businesses are now conducted and is are proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Gastar Exploration LTD), Second Amended and Restated Credit Agreement (Primeenergy Corp), Amended and Restated Credit Agreement (Gastar Exploration LTD)

Solvency. Immediately after the consummation of the Transactions Credit Extension to occur on the Effective Fourth Restatement Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan (after taking into account the contribution obligations of each Loan Party pursuant to the Guarantees), (a) the fair value of the assets properties (as a going concern) of each the Loan Party Parties, at taken as a fair valuation whole, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties, taken as a whole, will be able to generally pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties, taken as a whole, will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date engaged.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Carters Inc), Amended and Restated Credit Agreement (Carters Inc), Credit Agreement (Carters Inc)

Solvency. Immediately after the consummation of the Financing Transactions to occur on or before the Effective Date and immediately following the making of each Loan made on the Effective Date are consummated and after giving effect to the application of the proceeds of such Loans any Loan made on the Effective Date, (a) the fair value of the assets of each Loan Credit Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Credit Party will be greater than exceed the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Credit Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan no Credit Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date.

Appears in 3 contracts

Samples: Credit Agreement (Gear & Broach, Inc. C/O FastenTech, Inc.), Credit Agreement (Fastentech Inc), Credit Agreement (Integrated Energy Technologies Inc)

Solvency. Immediately after the consummation of the Transactions to occur each Transaction on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Closing Date, ( a i) the fair value of the assets of each Loan Party the Borrower and the Subsidiaries, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable salable value of the property of each Loan Party the Borrower and the Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party of the Borrower and the Subsidiary Guarantors will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party of the Borrower and the Subsidiary Guarantors will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date such date.

Appears in 3 contracts

Samples: Amended and Restated Credit and Guarantee Agreement (General Communication Inc), Amended and Restated Credit and Guarantee Agreement (General Communication Inc), Amended and Restated Credit and Guarantee Agreement (Gci Inc)

Solvency. Immediately after the consummation of the -------- Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Triton PCS Inc), Credit Agreement (Ixl Enterprises Inc), Credit Agreement (Western Auto Supply Co/)

Solvency. Immediately after the consummation of the --------- Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 3 contracts

Samples: Vestar Associates Corp Iii, Credit Agreement (Citation Corp /Al/), Credit Agreement (Armkel LLC)

Solvency. Immediately after the consummation of the Closing Date Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan taking into account rights of contribution against or reimbursement from other Loan Parties, (a) the fair value of the assets of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property Property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date Closing Date and (e) with respect to any Canadian Loan Party, that on such date (i) the property of such Person is sufficient, if disposed of at a fairly conducted sale under legal process, to enable payment of all its obligations, due and accruing due, (ii) the property of such Person is, at a fair valuation, greater than the total amount of liabilities, including contingent liabilities, of such Person, (iii) such Person has not ceased paying its current obligations in the ordinary course of business as they generally become due, and (iv)) such Person is not for any reason unable to meet its obligations as they generally become due. In determining the foregoing, the amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

Appears in 3 contracts

Samples: Third Amended and Restated Credit Agreement (General Cable Corp /De/), Third Amended and Restated Credit Agreement (General Cable Corp /De/), Third Amended and Restated Credit Agreement (General Cable Corp /De/)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Transactions, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, Party will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the its probable liability of on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Morrison Knudsen Corp//), Credit Agreement (Rayonier Inc), Playboy Enterprises Inc

Solvency. Immediately after the consummation of the Credit Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement, Agreement and Waiver (Wellcare Health Plans, Inc.), Wellcare Group Inc

Solvency. Immediately after the consummation of the Financing Transactions to occur on the Effective Date and immediately following the making of each any Loan made on the Effective Date Date, and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the respective assets of each Loan Party, the Borrower at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the respective property of each Loan Party the Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party the Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party the Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 3 contracts

Samples: Topps Co Inc, Credit Agreement (Topps Co Inc), Topps Co Inc

Solvency. Immediately after the consummation of the Restatement Transactions to occur on the Restatement Effective Date and immediately following the making of each Loan made on the Restatement Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Restatement Effective Date.

Appears in 3 contracts

Samples: Credit Agreement (St John Knits International Inc), Credit Agreement (Advance Auto Parts Inc), Restated Credit Agreement (American Media Operations Inc)

Solvency. Immediately after the consummation of the Restatement Transactions to occur on the Restatement Effective Date and immediately following the making of each Loan made on the Restatement Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each the Loan Party Parties (taken as a whole), at a fair valuation, will exceed its the debts and liabilities liabilities of the Loan Parties (taken as a whole), subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties (taken as a whole) will be greater than the amount that will be required to pay the probable liability of its the debts and other liabilities liabilities of the Loan Parties (taken as a whole), subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties (taken as a whole) will be able to pay its the debts and liabilities liabilities of the Loan Parties (taken as a whole), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties (taken as a whole) will not have unreasonably small capital with which to conduct the business in which it is the Loan Parties are engaged as such business is now conducted and is proposed to be conducted following the Restatement Effective Date.

Appears in 3 contracts

Samples: Restated Credit Agreement (Cumulus Media Inc), Amendment and Restatement Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)

Solvency. Immediately after the consummation of the Transactions and the Additional Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets properties of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries after giving effect to all rights of contribution) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries after giving effect to all rights of contribution) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries after giving effect to all rights of contribution) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries after giving effect to all rights of contribution) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted at such time and is proposed to be conducted following the Effective Date such time.

Appears in 3 contracts

Samples: Amendment and Restatement Agreement (Jacobs Entertainment Inc), Credit Agreement (Jacobs Entertainment Inc), Amended and Restated Credit Agreement (Jacobs Entertainment Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date (or other extension of credit hereunder) and after giving effect to the application of the proceeds of such Loans each Loan (or other extension of credit hereunder), (a) the fair value of the assets of each the Loan Party Parties, taken as a whole, at a fair valuation, taking into account the effect of any indemnities, contribution or subrogation rights, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties, taken as a whole, taking into account the effect of any indemnities, contribution or subrogation rights, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Revolving Credit Agreement, Second Amended and Restated Credit Agreement (NRG Energy, Inc.), Amended and Restated Credit Agreement (NRG Energy, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following (including the making of each Loan made on the Effective Closing Date and after giving effect to the application of the proceeds of such Loans ), (a) the fair value of the assets of each the Borrower and the other Loan Party Parties, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Borrower and the other Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Borrower and the other Loan Party Parties taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Borrower and the other Loan Party Parties will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date (or other extension of credit hereunder) and after giving effect to the application of the proceeds of such Loans each Loan (or other extension of credit hereunder), subject, in the case of any guarantee of any Guarantor, to the terms of Section 2 of the Guarantee and Collateral Agreement, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (True Temper Sports Inc), Second Lien Credit Agreement (True Temper Sports Inc), Credit Agreement (True Temper Sports PRC Holdings Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan taking into account rights of contribution, subrogation, against or reimbursement from other Loan Parties, (a) the fair value of the assets of each the Loan Party, at Parties (on a fair valuation, consolidated basis) will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property Property of each the Loan Party Parties (on a consolidated basis) will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties (on a consolidated basis) will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties (on a consolidated basis) will not have unreasonably small capital with which to conduct the business their businesses in which it is the Loan Parties (on a consolidated basis) engaged as such business is businesses are now conducted and is are proposed to be conducted following the Effective Closing Date . In determining the foregoing, the amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

Appears in 3 contracts

Samples: Credit Agreement (Harry & David Holdings, Inc.), Amended and Restated Credit Agreement (Harry & David Holdings, Inc.), Amendment to Credit Agreement (Harry & David Holdings, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of the Borrower and each Loan Party, at a fair valuation, Subsidiary Guarantor will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower and each Loan Party Subsidiary Guarantor will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and each Loan Party Subsidiary Guarantor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and each Loan Party Subsidiary Guarantor will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date date on which the Loans are made hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Alon Refining Krotz Springs, Inc.), Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Alon USA Energy, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each Loan Party the Borrower and its Subsidiaries, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party the Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party the Borrower and its Subsidiaries, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party the Borrower and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Deltek, Inc), Second Amended and Restated Credit Agreement (Deltek, Inc), Amended and Restated Credit Agreement (Deltek, Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each the Loan Party Parties, at taken as a fair valuation whole, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Loan Party Parties, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Loan Party Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is businesses are now conducted and is are proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Network Communications, Inc.), Revolving Loan Credit Agreement (Network Communications, Inc.), Network Communications, Inc.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets properties of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise , after taking into account rights of contribution, subrogation and indemnification among the Loan Parties; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured , after taking into account rights of contribution, subrogation and indemnification among the Loan Parties; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured , after taking into account rights of contribution, subrogation and indemnification among the Loan Parties; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date , after taking into account rights of contribution, subrogation and indemnification among the Loan Parties.

Appears in 3 contracts

Samples: Credit Agreement (Hercules Offshore, Inc.), Credit Agreement (Hercules Offshore, Inc.), Credit Agreement (Hercules Offshore, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Closing Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) in each case the present fair saleable value of (i) the property of each Borrower and (ii) the business of Parent and the Subsidiary Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the its probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Dennys Corp), Amended and Restated Credit Agreement (Dennys Corp), Dennys Corp

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan loan made on the Effective Closing Date under the Senior Credit Facility and after giving effect to the application of the proceeds of such Loans loans, ( a i) the fair value of the assets of each Loan Party the Borrower and the other Obligors, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party the Borrower and the other Obligors, taken as a whole will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party the Borrower and the other Obligors, taken as a whole will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party the Borrower and the other Obligors will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Rite Aid Corp, Rite Aid Corp, Rite Aid Corp

Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date or the Effective Date and immediately following the making of each Loan made on the Closing Date or the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) in each case the present fair saleable value of (i) the property of each Borrower and (ii) the business of Parent and the Subsidiary Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the its probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date or the Effective Date.

Appears in 3 contracts

Samples: Dennys Corp, Dennys Corp, Dennys Corp

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of Borrower and each Loan Party Subsidiary, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party such party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party such party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party such party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date . The term “fair value” means the amount at which the applicable assets would change hands between a willing buyer and a willing seller within a reasonable time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both and “present fair saleable value” means the amount that may be realized if the applicable company’s aggregate assets are sold with reasonable promptness in an arm’s length transaction under present conditions for the sale of a comparable business enterprises.

Appears in 3 contracts

Samples: Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Loans (including to finance the Special Dividend), (a) the fair value of the assets of each the Borrower and the other Loan Party Parties on a consolidated basis, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Borrower and the other Loan Party Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Borrower and the other Loan Party Parties on a consolidated basis will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Borrower and the other Loan Party Parties on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 3 contracts

Samples: Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc), Blockbuster Inc

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each the Borrower and the other Loan Party Parties on a consolidated basis, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each the Borrower and the other Loan Party Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each the Borrower and the other Loan Party Parties on a consolidated basis will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each the Borrower and the other Loan Party Parties on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is they are engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 3 contracts

Samples: Credit Agreement (Symbol Technologies Inc), Credit Agreement (Symbol Technologies Inc), Amended and Restated Credit Agreement (Symbol Technologies Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Initial Funding Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets properties of each Loan Party, at Party (on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Restatement Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Restatement Date.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Transdigm Inc), Buffets Inc, Amended and Restated Credit Agreement (Anteon International Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date transactions contemplated by this Agreement and after giving effect to the application of the proceeds of such Loans each Loan made (or deemed made) and each Letter of Credit issued (or deemed issued) on the Effective Date, (a) the fair value of the assets of each Loan Party Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party Borrower will be greater than exceed the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party neither Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date.

Appears in 3 contracts

Samples: Credit Agreement (El Paso CGP Co), Credit Agreement (El Paso Production Holding Co), Credit Agreement (El Paso Corp/De)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date Advance to either Borrower, and after giving effect to the application of the proceeds of such Loans Advances, ( a i) the fair value of the assets of each Loan Party Obligor, at a fair valuation, will exceed its the debts and liabilities, subordinated, contingent or otherwise , of each Obligor; ( b ii) the present fair saleable value of the property Property of each Loan Party Obligor will be greater than the amount that will be required to pay the probable liability of each Obligor on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party Obligor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party Obligor, if required pursuant to Applicable Law, will not have unreasonably small capital with which to conduct the business businesses in which it is engaged as such business is businesses are now conducted and is are proposed to be conducted following after the Effective Date date hereof.

Appears in 3 contracts

Samples: Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date occasion of each Borrowing and after giving effect to the application of the proceeds thereof, and giving effect to the rights of such Loans subrogation and contribution under the Collateral Agreement, (a) the fair value of the assets of each Loan Party, at a fair valuation, Party will exceed its debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property assets of each Loan Party will be greater than the amount that will be required to pay the probable liability of on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted at the time of and is proposed to be conducted following the Effective Date making of such Loan.

Appears in 3 contracts

Samples: Credit Agreement (Murphy USA Inc.), Murphy USA Inc., Murphy USA Inc.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date occasion of each Borrowing and after giving effect to the application of the proceeds thereof, and giving effect to the rights of such Loans subrogation and contribution under the Collateral Agreement, (a) the fair value of the assets of each the Loan Party, at a fair valuation, Parties will exceed its their debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property assets of each the Loan Party Parties will be greater than the amount that will be required to pay the probable liability of its on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each the Loan Party Parties will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured and (d) each the Loan Party Parties will not have unreasonably small capital with which to conduct the business in which it is engaged they are engaged, as such business is now conducted at the time of and is proposed to be conducted following the Effective Date making of such Loan.

Appears in 3 contracts

Samples: Credit Agreement (Bz Intermediate Holdings LLC), Credit Agreement (Shutterfly Inc), Shutterfly Inc

Solvency. Immediately after the consummation making of the Transactions to occur Loans on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to Closing Date, the application of the proceeds thereof and the consummation of such Loans the Transactions, (a) the fair value of the assets of each Loan Party, at a fair valuation, Party will exceed its debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property assets of each Loan Party will be greater than the amount that will be required to pay the probable liability of on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; matured and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted at the time of and is proposed to be conducted following the Effective Date making of such Loan.

Appears in 3 contracts

Samples: Credit Agreement, Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement (Phi Inc)

Solvency. Immediately after following the consummation of the Transactions to occur on the Effective Date and immediately thereafter following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, Loan (a) the fair value of the assets of each Loan Party the Borrower and the Subsidiaries, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party the Borrower and the Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party of the Borrower and the Subsidiary Guarantors will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party of the Borrower and the Subsidiary Guarantors will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date such date.

Appears in 3 contracts

Samples: Credit Agreement (Lecroy Corp), Credit Agreement (Lecroy Corp), Credit Agreement (Lecroy Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date Credit Extension and after giving effect to the application of the proceeds of such Loans thereof, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Flowserve Corp), Loan Agreement (Flowserve Corp), Credit Agreement (Flowserve Corp)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of Borrower and each Loan Party Guarantor, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of Borrower and each Loan Party Guarantor will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) Borrower and each Loan Party Guarantor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) Borrower and each Loan Party Guarantor will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date . As used in this Section 3.15, the term "fair value" means the amount at which the applicable assets would change hands between a willing buyer and a willing seller within a reasonable time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both and "present fair saleable value" means the amount that may be realized if the applicable company's aggregate assets are sold with reasonable promptness in an arm's length transaction under present conditions for the sale of a comparable business enterprises.

Appears in 3 contracts

Samples: Third Amended and Restated Credit Agreement (Acxiom Corp), Amended and Restated Credit Agreement (Acxiom Corp), Credit Agreement (Acxiom Corp)

Solvency. Immediately On the Closing Date (or, in the case of any Subsidiary which becomes a Subsidiary Guarantor after the consummation of the Transactions to occur Closing Date, on the Effective Date date such Subsidiary becomes a Subsidiary Guarantor), and immediately following the making of each Loan made on the Effective Date prior to and after giving effect to the application issuance of each Letter of Credit and each Borrowing hereunder and the use of the proceeds of such Loans thereof, (a) the fair value of the assets of each Loan Party , at a fair valuation, ’s assets will exceed its debts liabilities and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities solvent, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities as they mature, subordinated, contingent or otherwise, as such will own property with fair saleable value greater than the amount required to pay its debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which sufficient to conduct the carry on its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date then constituted.

Appears in 3 contracts

Samples: Second Amended and Restated Credit Agreement (Tetra Tech Inc), Amended and Restated Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)

Solvency. Immediately after On the consummation of the Transactions to occur on the Effective Date and Closing Date, immediately following the making of each Loan made on the Effective Date and after giving effect to the transactions contemplated herein (including without limitation or the application of the proceeds of such Loans, any Loans made on the Closing Date) (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; , (b) the present fair saleable value of the property properties of each Loan Party will be greater than exceed the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured ; , (c) each Loan Party will be able to pay its debts and other liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured ; , and (d) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc)

Solvency. Immediately after On the consummation of the Transactions to occur on the Restatement Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed Party exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each no Loan Party will not have has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Restatement Effective Date.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Albany International Corp /De/), Revolving Credit Facility Agreement (Albany International Corp /De/), Revolving Credit Facility Agreement (Albany International Corp /De/)

Solvency. (a) Immediately after the consummation of each of the Cliffstar Acquisition and the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, and no Loan Party believes that it will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or in respect of its Indebtedness.

Appears in 2 contracts

Samples: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan Borrowing made on the Effective Date date hereof and after giving effect to the application of the proceeds of such Loans Borrowing, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its the debts and liabilities, subordinated, contingent or otherwise , of each Loan Party; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of each Loan Party on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small reasonably sufficient capital with which to conduct the business businesses in which it is engaged as such business is businesses are now conducted and is are proposed to be conducted following after the Effective Date date hereof.(b) No Loan Party intends to, or will permit any of its subsidiaries to, and believes that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such subsidiary.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Talecris Biotherapeutics Holdings Corp.), Term Loan Credit Agreement (Talecris Biotherapeutics Holdings Corp.)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Closing Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans each Loan and the issuance, renewal or extension of each Letter of Credit, ( a i) the fair value of the assets of each Loan Party, Borrower at a fair valuation valuation and on a going concern basis, will exceed its the debts and liabilities , direct, subordinated, contingent or otherwise , of Borrower; ( b ii) the present fair saleable value of the property of each Loan Party Borrower (on a going concern basis) will be greater than the amount that will be required to pay the probable liability of Borrower, on its debts and other liabilities , direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party Borrower will be able to pay its debts and liabilities , direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party Borrower will not have unreasonably small capital with which to conduct the business businesses in which it is engaged as such business is businesses are now conducted and is are proposed to be conducted following the Effective Closing Date . The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. (b) Borrower does not intend to incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by Borrower and the timing and amounts of cash to be payable by Borrower on or in respect of its Debt.

Appears in 2 contracts

Samples: Amended and Restated Abl Credit Agreement (Navistar International Corp), Amended and Restated Abl Credit Agreement (Navistar International Corp)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; , ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured ; , and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to or believes that it will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or in respect of its Indebtedness.

Appears in 2 contracts

Samples: Credit Agreement (Material Sciences Corp), Credit Agreement (Material Sciences Corp)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; , ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured ; , and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Fuel Tech, Inc.), Credit Agreement (Fuel Tech, Inc.)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; , ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured ; , and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any of its Subsidiaries to, or believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. No Loan Party will permit any of its Subsidiaries to incur debts beyond its ability to pay such debts as they mature, if, as a result of doing so, it could be reasonably expected to have a Material Adverse Effect on any Loan Party or Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Smith & Wesson Holding Corp)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; , ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured ; , and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Skyline Corp), Credit Agreement (Par Technology Corp)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, and no Loan Party believes that it will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or in respect of its Indebtedness.

Appears in 2 contracts

Samples: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become due, absolute and matured; and the Luxembourg Borrower is neither in a situation of illiquidity ( d cessation de paiements) nor has access to credit (credit ébranlé) within the meaning of Article 437 of the Luxembourg Commercial Code; and (iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its probable debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date . (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Coolbrands International Inc), Credit Agreement (Coolbrands International Inc)

Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each the Loan Party Parties, taken as a whole, at a fair valuation, will exceed its their debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each the Loan Party Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each the Loan Party Parties, taken as a whole, will be able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date Date.(b) No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (CSS Industries Inc), Amendment to Credit Agreement (CSS Industries Inc)

Solvency. Immediately (a)Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans Date, ( a i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; ( b ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ( c iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and ( d iv) each no Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following after the Effective Date Date.(b)No Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (MasterCraft Boat Holdings, Inc.), Term Credit Agreement (Paycom Software, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after After giving effect to the application of the proceeds of such all Loans, (a) the fair market value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now currently conducted and is proposed to be conducted following the Effective Date conducted.

Appears in 2 contracts

Samples: Representations and Warrant (Live Nation, Inc.), Amended and Restated Credit Agreement (Live Nation, Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following After the making of each any Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans thereto, (a) the fair value of the assets of each Loan Party the Borrowers taken as a whole, at a fair valuation, will exceed its the Borrowers’ aggregate debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party the Borrowers taken as a whole will be greater than the amount that will be required to pay the probable liability of its the Borrowers’ aggregate debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party no Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date.

Appears in 2 contracts

Samples: Credit Agreement (Dolan Media CO), Credit Agreement (Dolan Media CO)

Solvency. Immediately after the consummation As of the Transactions to occur on the Effective Closing Date and immediately following after giving effect to the making of each transactions contemplated by the Loan made on the Effective Date Documents and after giving effect to the application of the proceeds of such Loans each Loan and the operation of the Contribution, Intercompany Contracting and Offset Agreement, (a) the fair value of the assets of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date Closing Date and (e) each Loan Party is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction.

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Linens N Things Inc), Credit Agreement (Linens N Things Inc)

Solvency. Immediately after the consummation As of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Galyans Trading Co Inc), Credit Agreement (Galyans Trading Co Inc)

Solvency. Immediately after the consummation As of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Restatement Date and after giving effect to the transactions contemplated by the Loan Documents, the application of the proceeds of such Loans each Loan taking into account, and giving full effect to, rights of contribution against or reimbursement from other Loan Parties under the Contribution, Incentive and Offset Agreement or applicable law, (a) the fair value of the assets of the Consolidated Companies and each Loan Party, at a fair valuation, Borrower individually will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property Property of the Consolidated Companies and each Loan Party Borrower individually will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Consolidated Companies and each Loan Party Borrower individually will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Consolidated Companies and each Loan Party Borrower individually will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Restatement Date . In determining the foregoing, the amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Massey Energy Co), Second Amended and Restated Credit Agreement (Massey Energy Co)

Solvency. Immediately At the time of and immediately after the consummation of the Transactions to occur on the Effective Date Closing Date, and at the time of and immediately following the making of each the initial Credit Extension under any Incremental Term Loan made on the Effective Date Commitments and after giving effect to the application of the proceeds of such Loans each Loan and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (a) the fair value of the assets of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent contingent, prospective or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent contingent, prospective or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent contingent, prospective or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date ; and (e) each Loan Party is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any Loan Party is organized or incorporated (as applicable), or otherwise unable to pay its debts as they fall due.

Appears in 2 contracts

Samples: Credit Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)

Solvency. Immediately At the time of and immediately after the consummation of the Transactions to occur on the Effective Date Closing Date, and at the time of and immediately following the making of each the initial Credit Extension under any Incremental Term Loan made on the Effective Date Commitments and after giving effect to the application of the proceeds of such Loans each Loan, the Closing Date Distribution and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (a) the fair value of the assets of each Loan Party, at Party (individually and on a fair valuation, consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent contingent, prospective or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent contingent, prospective or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent contingent, prospective or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct the its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Closing Date ; and (e) each Loan Party is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any Loan Party is organized or incorporated (as applicable), or otherwise unable to pay its debts as they fall due.

Appears in 2 contracts

Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date Both before and after giving effect to each Term Loan, the application transactions contemplated herein, and the payment and accrual of all transaction costs in connection with the proceeds of foregoing, the Borrower and its Subsidiaries, on a consolidated basis, is and will be Solvent. As used herein, “Solvent” means, with respect to a Loan Party on a particular date, that on such Loans, date (a) the fair value of the assets property of each such Loan Party is greater than the total amount of liabilities, including contingent liabilities, of such Loan Party , at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise ; (b) the present fair saleable salable value of the property assets of each such Loan Party will be greater is not less than the amount that will be required to pay the probable liability of such Loan Party on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities they become absolute and matured; (c) each such Loan Party will be able does not intend to, and does not believe that it will, incur debts or liabilities beyond such Loan Party’s ability to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute mature; (d) such Loan Party is not engaged in a business or transaction, and matured is not about to engage in a business or transaction, for which such Loan Party’s property would constitute an unreasonably small capital; and ( d e) each Loan Party will is not have unreasonably small capital with which “insolvent” within the meaning of Section 101(32) of the United States Bankruptcy Code (11 U.S.C. § 101, et. seq), as amended from time to conduct time. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the business amount that, in which it is engaged as such business is now conducted light of all the facts and is proposed circumstances existing at the time, represents the amount that can be reasonably be expected to be conducted following the Effective Date become an actual or matured liability.

Appears in 2 contracts

Samples: Loan and Security Agreement (Helicos Biosciences Corp), Loan and Security Agreement (Helicos Biosciences Corp)

Solvency. Immediately Both before and immediately after the consummation of all transactions contemplated by the Transactions to occur on the Effective Date Loan Documents, and immediately following after the making of each Loan made advance on the Effective Date Loan thereafter, and after giving effect to the application of the proceeds of such Loans the Loan, (a) the fair value of the assets of each Loan Party, at a fair valuation, Party will exceed its debts and liabilities Debts, subordinated, contingent or otherwise; (b) the present fair saleable value of the property assets of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise Debts, as such debts and other liabilities Debts can reasonably be expected to become absolute and matured ; , (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, Debts as such debts and liabilities Debts can reasonably be expected to become absolute and matured ; , and (d) each Loan Party will not have unreasonably small capital with which to conduct the its business in which it and its business as is engaged as such business is now conducted and is proposed proposed, contemplated or about to be conducted following the Effective Date conducted.

Appears in 2 contracts

Samples: Amended and Restated Loan Agreement (Clarus Corp), Amended and Restated Loan Agreement (Black Diamond, Inc.)