Solvency and Related Matters Sample Clauses

Solvency and Related Matters. Prior to and immediately following the Closing, the Company will be Solvent after giving effect to (A) the Transactions and (B) any other transactions contemplated by the Company on or after such date which would be taken into account in determining whether any of the transactions contemplated hereby are invalid or illegal under, in violation of, or can be set aside or give rise to any award or damages, sanctions or other liability against any of the Purchasers or any of their Affiliates or representatives under applicable bankruptcy, fraudulent conveyance, fraudulent transfer or other Applicable Laws.
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Solvency and Related Matters. The Vendor will be solvent immediately after the Closing, after giving effect to (i) the transactions contemplated in this Agreement and (ii) any other transactions contemplated by Vendor or any of its representatives on or after the Closing, which would be taken into account in determining whether any of the transactions contemplated hereby were invalid or illegal under, in violation of, or can be set aside or give rise to, any award or damages, sanctions or other liability against Purchaser or any of its Affiliates or representatives under applicable bankruptcy, fraudulent conveyance, fraudulent transfer or other similar laws.
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Solvency and Related Matters. 34 6.9 Financing....................................................... 34
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Solvency and Related Matters. 19 SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASERS...........................................19
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Solvency and Related Matters. Each Seller will be Solvent immediately after the Closing Date, after giving effect to (a) the transactions contemplated in this Agreement and (b) any other transactions contemplated by Sellers or any of their representatives on or after the Closing Date which would be taken into account in determining whether any of the transactions contemplated hereby were invalid or illegal under, in violation of, or can be set aside or give rise to any award or damages, sanctions or other Liability against Purchaser or any of its Affiliates or representatives under, applicable bankruptcy, fraudulent conveyance, fraudulent transfer or other similar Laws.
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Solvency and Related Matters. At the Closing and immediately following the consummation of the Transactions the Buyer will be Solvent after giving effect to:
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Related to Solvency and Related Matters

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Definitions and Related Matters SECTION 1.1

  • ERISA and Related Matters The Borrower is not subject to any material obligations or liabilities, contingent or otherwise, with respect to any Plan. None of the assets of the Borrower are or could be deemed to be “plan assets” (as defined in Section 3(42) of ERISA) or assets of any Plan pursuant to any substantially similar non-U.S. or other law.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Related Matters Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

  • Indemnification and Related Matters Section 8.01

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

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