Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or any other Transaction Document or consummating any transaction contemplated hereby or thereby with any intent to hinder, delay or defraud any of its creditors.

Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or consummating any transaction contemplated hereby with any intent to hinder, delay or defraud any of its creditors.

No Insolvency. No insolvency proceedings (Insolvenzverfahren) are being applied for, are pending or have been rejected on account of lack of assets in relation to the Seller. The Seller is neither unable to pay its debts (zahlungsunfähig) nor over-indebted (überschuldet).

Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or consummating any transaction contemplated hereby with any intent to hinder, delay or defraud any of its creditors.

No Insolvency. As of the Signing Date and as of the Closing Date, no insolvency proceedings (Insolvenzverfahren) are being applied for, are pending or have been rejected on account of lack of assets in relation to the Purchaser. As of the Signing Date and as of the Closing Date, the Purchaser is neither unable to pay their debts (zahlungsunfähig) nor over-indebted (überschuldet). There are no proceedings or investigations whatsoever pending or threatened against the Purchaser which seek to prevent or materially delay the consummation of the transactions contemplated under this Agreement.

The Term Loan Agent, on behalf of itself and the applicable Term Loan Secured Parties, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely and unconditionally waived any right to contest):

No Insolvency. Except as set forth in [Exhibit 9.4].2, no insolvency proceedings (Insolvenzverfahren) are being applied for, are pending or have been rejected on account of lack of assets in relation to any Group Entity and none of the Group Entities is unable to pay its debts (zahlungsunfähig) or is over-indebted (überschuldet). No arrangement or compromise has been made by any Group Entity with its creditors. There are no circumstances which would justify the institution of insolvency proceedings or a proceeding with similar effect with regard to the Group Entities.

Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or consummating any transaction contemplated hereby with any intent to hinder, delay or defraud any of its creditors.

It has obtained and will retain, at its sole expense, any and all necessary rights, licenses, consents and approvals from Governmental Authorities and third parties to perform its obligations hereunder, including the right to grant the other Party any rights granted hereunder.

Adequate Information; No Reliance. The Purchaser acknowledges and agrees that # he has been furnished with all materials it considers relevant to making an investment decision to enter into this Agreement and has had the opportunity to review (and has carefully reviewed) # the SEC Reports and # this Agreement (including the exhibits thereto), # he has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of this Agreement, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the SEC Reports, # he has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to such transactions, # he is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives or any other entity or person, except for # the SEC Reports, and # the representations and warranties made by the Company in this Agreement, # no statement or written material contrary to the SEC Reports has been made or given to him by or on behalf of the Company, and # he is able to fend for himself with respect to this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the shares of Common Stock and has the ability to bear the economic risks of his investment and can afford the complete loss of such investment.