Solvency and Payment of Liabilities Sample Clauses

The "Solvency and Payment of Liabilities" clause requires a party to affirm that it is financially stable and able to meet its debts as they become due. In practice, this means the party must not be insolvent at the time of entering the agreement and must continue to pay its obligations in a timely manner throughout the contract term. This clause helps ensure that the parties involved are financially reliable, reducing the risk of default and providing assurance that contractual commitments will be honored.
Solvency and Payment of Liabilities. No Seller is on the date hereof, or will it be on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any state statute relating to insolvency; the sum of any Seller's debts is not greater than all of its property on the date hereof nor will it be on the Closing Date either as a result of the transactions contemplated hereby or otherwise; and each Seller is on the date hereof, and will be after the Closing Date, able to pay its debts as they mature.
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Solvency and Payment of Liabilities. Purchaser will on and immediately after the Closing, either as a result of the transactions contemplated by this Agreement or otherwise, (a) not be insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any New York statute relating to insolvency, (b) shall have debts not greater than all of its property and (c) will be able to pay its debts as they mature.
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Solvency and Payment of Liabilities. Gibralter is not either as a ----------------------------------- result of the transactions contemplated by the Option Agreement or otherwise, insolvent, as such term is defined in the Title 11 of the Bankruptcy Code of the United States or any similar state statute. The sum of Gibralter's debts is not greater than all of its property on the date hereof either as a result of the transactions contemplated herein or otherwise, and Gibralter is, and will be after the Closing, able to pay its debts as they mature.
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Solvency and Payment of Liabilities. Each of Sellers will on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, (a) not be insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any New York statute relating to insolvency, (b) shall have debts not greater than all of its property and (c) will be able to pay its debts as they mature.
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Solvency and Payment of Liabilities. Seller will not be on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, insolvent, as such term is defined in Title 11-Bankruptcy of the United States Code or any state statute relating to insolvency; the sum of its debts is not greater than all of its property on the date hereof nor will it be on the Closing Date either as a result of the transactions contemplated herein or otherwise; and it is on the date hereof, and will be after the Closing Date, able to pay its debts as they mature.
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Solvency and Payment of Liabilities. Seller is not on the date hereof, nor will it be on the Closing Date, either as a result of the transactions contemplated by this Agreement or otherwise, insolvent, as such term is defined in the Title 11 Bankruptcy of the United States Code or any Ohio statute relating to insolvency; the sum of its debts is not greater than all of its property on the date hereof nor will it be on the Closing Date either as a result of the transactions contemplated hereby or otherwise; and it is on the date hereof, and will be after the Closing Date, able to pay its debts as they mature.
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Solvency and Payment of Liabilities. Each of Seller and the Company is not, on the date hereof, either as a result of the transactions contemplated by this Agreement or otherwise, "insolvent," as such term is defined in Chapter 11 of Title 11 of the United States Code or any similar state statute and is not an "insolvent person" as such term is defined in the Bankruptcy and Insolvency Act (Canada); and that the sum of its debts is not greater than all of its property on the date hereof either as a result of the transactions contemplated herein or otherwise; and that it is on the date hereof, and will be after consummation of the transactions contemplated hereby, able to pay its debts as they mature.
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Related to Solvency and Payment of Liabilities

  • Payment of Liabilities (a) On each Business Day, the Administrative Agent shall apply the then collected balance of the Concentration Account (net of fees charged, and of such impressed balances as may be required by the bank at which the Concentration Account is maintained) first, against the SwingLine Loans (if any), and second, against the unpaid balance of the Loan Account and all other Liabilities, provided, that if and so long as the Excess Availability Ratio is greater than 50% for five (5) consecutive Business Days, the Borrowers’ Representative may instruct the Administrative Agent to apply such amounts to the outstanding principal balance of the Last Out Revolving Loans, in which case the Administrative Agent shall apply such amounts to the Last Out Revolving Loans until all Last Out Revolving Loans have been repaid in full. For purposes of the calculation of interest on the unpaid principal balance of the Loan Account, such payment shall be deemed to have been made one (1) Business Day after such transfer, and further provided that until the occurrence, and during the continuance, of an Event of Default, unless the Borrower Representative otherwise instructs the Administrative Agent, the balance of the Concentration Account shall not be applied to any LIBOR Loans until the end of the applicable Interest Period therefor. (b) The following rules shall apply to deposits and payments under and pursuant to this Section 7.5: (i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is delivered to the Administrative Agent by 2:00 PM on that Business Day. (ii) Funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is delivered to the Administrative Agent by 2:00 PM on that Business Day. (iii) If notice of a deposit to the Concentration Account (Section 7.5(b)(i)) or payment (Section 7.5(b)(ii)) is not delivered to the Administrative Agent until after 2:00 PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 AM on the then next Business Day. (iv) All deposits to the Concentration Account and other payments to the Administrative Agent are subject to clearance and collection. (c) The Administrative Agent shall transfer to the Operating Account any surplus in the Concentration Account remaining after the application towards the Liabilities referred to in Section 7.5(a) above (less those amount which are to be netted out, as provided therein) provided, however, in the event that (i) a Default has occurred and is continuing; and (ii) one or more L/C’s are then outstanding. then the Administrative Agent may establish a funded reserve of up to 110% of the aggregate of the Stated Amounts of such L/C’s. Such funded reserve shall either be (i) returned to the Borrowers’ Representative at such time that no Default has occurred and is continuing or (ii) applied towards the Liabilities following Acceleration.

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • STATEMENT OF LIABILITY The State will demonstrate reasonable care but shall not be liable in the event of loss, destruction, or theft of contractor-owned items to be delivered or to be used in the installation of deliverables. The contractor is required to retain total liability until the deliverables have been accepted by the “authorized agency official.” At no time will the State be responsible for or accept liability for any contractor- owned items.

  • Lender Statements; Survival of Indemnity To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

  • Allocation of Liabilities (a) The RHD Group shall retain responsibility for and continue to pay all expenses and benefits relating to the Corporation Employee Benefit Welfare Plans with respect to claims incurred from and after the Effective Time by RHD Employees and RHD Disabled Employees as well as their dependents. The New D&B Group shall be responsible for and pay expenses and benefits relating to all Employee Benefit Welfare Plan claims (i) incurred prior to the Effective Time by Corporation Employees, RHD Disabled Employees and their covered dependents and (ii) incurred by New D&B Employees, Corporation Retirees, DonTech Retirees and New D&B Disabled Employees as well as their covered dependents from and after the Effective Time. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding the foregoing, claims incurred by any employee of a pre-Distribution Subsidiary of Corporation or their covered dependents under any welfare plan maintained by such Subsidiary solely for the benefit of its employees and their dependents shall, whether incurred prior to, on or after the Effective Time, be the sole responsibility and liability of that Subsidiary. (b) The RHD Group shall be responsible for all COBRA coverage for any RHD Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. The New D&B Group shall be responsible for all COBRA coverage for any other Corporation Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. Notwithstanding the foregoing, a pre-Distribution Subsidiary of Corporation shall be responsible for all COBRA coverage for its former employees and covered dependents who participated in a plan maintained solely for their benefit whether the applicable event occurs prior to, on or after the Effective Time. COBRA coverage to which a RHD Employee is entitled as a result of a qualifying event occurring at or after the Effective Time shall be the responsibility of the RHD Group.