Solvency Condition Clause Samples

Solvency Condition. (a) This Condition 5.2 is applicable to the Notes only if Solvency Condition is specified as applicable in the Final Terms. (b) All payments under or arising from the Notes, the Coupons or the Trust Deed relating to them or arising therefrom, other than payments to the Trustee made in accordance with the Trust Deed in respect of, inter alia, the Trustee’s fees, and remuneration and expenses and liabilities incurred by the Trustee in carrying out its duties under the Trust Deed, shall be conditional upon the Issuer satisfying the Solvency Condition both at the time of, and immediately after, any such payment. (c) The Issuer will not make any payment and any such payment shall not be payable under or arising from the Notes, the Coupons or the Trust Deed relating to them or arising therefrom unless the Issuer satisfies the Solvency Condition both at the time of, and immediately after, any such payment. For this purpose, the Issuer shall satisfy the Solvency Condition if: (i) it is able to pay its debts to all Senior Creditors, the Holders of the Notes and the holders of any Parity Securities as they fall due; and (ii) its total Assets exceed total Liabilities, other than Liabilities to persons who are neither Senior Creditors, the Holders of the Notes nor the holders of any Parity Securities. (d) A report as to the solvency of the Issuer by two Directors of the Issuer or, in certain circumstances as provided in the Trust Deed, the Auditors, or, if there is a winding-up of the Issuer in England and Wales, the liquidator of the Issuer shall, in the absence of manifest error, be treated and accepted by the Issuer, the Trustee and the Holders of the Notes and any relative Coupons as correct and sufficient evidence thereof.

Solvency Condition. 6.2.1 Except where either Condition 3(b) or 4(b) of the Undated ECNs applies, payments in respect of or arising under (including any damages awarded for breach of any obligations under) the Undated ECNs and the Coupons (other than the payment of the Conversion Settlement Sum pursuant to Condition 9 of the Undated ECNs) are, in addition to the right of the Guarantor to procure the Issuer to defer payments of interest in accordance with Condition 7(a) of the Undated ECNs, conditional upon each Guarantor being solvent at the time when the relevant payment is due to be made pursuant to the Undated ECN Conditions and no principal, premium, interest or any other amount payable in respect of the ECNs shall be due and payable in respect of or arising from the Undated ECNs, the relative Coupons and this Trust Deed in respect thereof except to the extent that, on the assumption that such payment is to be made by such Guarantor, that it could make such payment and would still be solvent immediately thereafter 6.2.2 Each Guarantor may at any time and shall whenever requested by the Trustee procure that two Authorised Signatories of such Guarantor or (if such Guarantor is in winding-up or administration), the liquidator or, as the case may be, the administrator of such Guarantor shall give a certificate in writing as to whether or not it is or would in any specified circumstances be solvent (as such term is defined in Condition 5(a)(ii) of the Undated ECNs) for the purposes of Clauses 6.2.1 and in the absence of manifest error any such report shall be treated and accepted by the relevant Issuer, each Guarantor, the Trustee, the holders of the Undated ECNs and the related Coupons and all other interested parties as correct and sufficient evidence of such fact. In the absence of any such certificate to the contrary, it shall for the purposes of this Trust Deed be assumed (unless the contrary is proved prior to the date of payment or, for the purposes of Clause 7.1.2, within 30 days after receipt by the Trustee of any moneys in respect of the Undated ECNs and the related Coupons) that each Guarantor is and will after any payment under this Trust Deed be solvent for such purposes. In the event of the delivery of a certificate of two Authorised Signatories that such Guarantor is not solvent, such Guarantor shall procure that the Auditors shall, within 30 days of the date of such report of two Authorised Signatories, provide a report of the Auditors as to whether or not such...

Solvency Condition. 6.1 Notwithstanding anything to the contrary herein, except in a winding-up proceeding, payment of any Investment Capital, Profit Payments, Arrears of Profit (if any) or Additional Profit (if any) and the redemption or purchase of any Bonds beneficially by or for the account of the Issuer are conditional upon the Issuer being solvent at the time of payment by the Issuer and no Investment Capital, Profit Payments, Arrears of Profit or Additional Profit shall be payable and no Bonds shall be redeemed beneficially by or for the account of the Issuer except to the extent that the Issuer could make the necessary payment and still be solvent immediately thereafter (the “Solvency Condition”). Any non-payment by the Issuer of Investment Capital or Profit Payments due to Solvency Condition not being met shall be regarded as a deferment in payment thereof which shall entitle the Bond Holders to receive the payments as set out in Conditions 4.2(c) and/or 4.2(d) above. For purposes of the Solvency Condition, the Issuer shall not be deemed solvent unless (i) the Issuer is able to pay its debt as they fall due and (ii) its Assets (as defined below) exceed its Liabilities (as defined below), but excluding its liabilities to persons who are not Senior Creditors (except in the case of an optional redemption of the Bonds through the exercise of the Call Option, in which case the liabilities of the Issuer to persons who are not Senior Creditors shall be included).

Solvency Condition. (a) All payments under or arising from the Notes, the Coupons or the Trust Deed relating to them or arising therefrom, other than payments to the Trustee made in accordance with the Trust Deed in respect of, inter alia, the Trustee’s fees, and remuneration and expenses and liabilities incurred by the Trustee in carrying out its duties under the Trust Deed, shall be conditional upon the Issuer satisfying the Solvency Condition both at the time of, and immediately after, any such payment. (b) The Issuer will not make any payment and any such payment shall not be payable under or arising from the Notes, the Coupons or the Trust Deed relating to them or arising therefrom unless the Issuer satisfies the Solvency Condition both at the time of, and immediately after, any such payment. For this purpose, the Issuer shall satisfy the Solvency Condition if:

Solvency Condition. No payment of principal, interest or any other amount in respect of the Notes shall become due and payable unless, and to the extent that, the Issuer is able to make such payment and still be solvent immediately thereafter, in each case except in the winding up, dissolution or liquidation of the Issuer (the Solvency Condition ) In these Terms and Conditions, the Issuer shall be considered to be solvent if (x) it is able to pay its debts to Senior Creditors as they fall due and (y) its Assets exceed its Liabilities. A report as to the solvency of the Issuer by two appropriately authorised signatories or, if the Issuer is in a winding up, dissolution or liquidation, its liquidator or other insolvency official (as the case may be), shall, in the absence of manifest error, be treated and accepted by the Issuer and the Noteholders as correct and sufficient evidence thereof

Solvency Condition. The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Company certifying that, as of the Closing Date, the Borrowers, the other Loan Parties, the Target and the Target Subsidiaries on a consolidated basis are Solvent after giving effect to the Merger and the Refinancing. For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that, to the extent any security interest in the Collateral or any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statements, PPSA financing statements or the delivery of stock certificates representing equity interests in the Canadian Borrower and the Target, and the execution and delivery by the applicable Loan Parties parties to the U.S. Security Agreement and the Canadian Security Agreement giving rise to the security interests granted therein) is not provided on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, the provision of any such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed by the Administrative Agent and Borrowers and (b) nothing in the preceding clause (a) shall be construed to limit the applicability of the individual conditions expressly listed Sections 5.1(a)-(f) or (i)-(j)).