The Purchaser has cash on hand and/or other assets readily convertible into cash or firm commitments in amounts sufficient to allow it to pay the Cash Consideration of the Purchase Price including any adjustments, and all other costs and expenses in connection with the consummation of the Transactions.

#Securities Laws.34

Financial Ability. Sinclair has commitments for, and will have at Closing, sufficient funds to consummate, the transactions contemplated by this Agreement, including paying when due the Estimated Closing Consideration, the Intercompany Account balance, any Excess Amount and all fees and expenses incurred by it in connection with the transactions contemplated hereby. Immediately after Closing and after giving effect to the transactions contemplated by this Agreement, the payment of the Estimated Closing Consideration and the payment of all fees and expenses related to the transactions contemplated hereby, Sinclair will be solvent.

Ability to Perform Agreement. To YGYI’s and KII’s knowledge, there is no occurrence, event or condition with respect to it that would prevent it from performing this Agreement in all material respects. No solvency proceeding of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors), voluntary or involuntary, affecting the business of YGYI or KII (other than as a creditor) is pending or is currently being contemplated by YGYI or KII or is being threatened against YGYI or KII by any other Person. Neither YGYI nor KII has made any assignment for the benefit of creditors or taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings. YGYI and KII are able to pay their liabilities as they become due, including the paying the Purchase Price as set forth in this Agreement.

Ability to Perform. No Seller nor Guarantor believes, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Facility Documents to which it is a party on its part to be performed.

Ability to Perform. No Seller believes, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Facility Documents to which it is a party on its part to be performed.

Financial Ability. Buyer has sufficient cash, available lines of credit, or other sources of immediately available funds to enable it to # deliver the amounts due at the Closing, # take such actions as may be required to consummate the Contemplated Transactions, and # timely pay and perform Buyer’s obligations under this Agreement and Buyer’s Closing Documents. Buyer expressly acknowledges that the failure to have sufficient funds shall in no event be a condition to the performance of its obligations hereunder, and in no event shall the Buyer’s failure to perform its obligations hereunder be excused by failure to receive funds from any source.

Financial Ability. Buyer has on the date of this Agreement, and on the Closing Date Buyer shall have, all funds necessary to purchase the Shares and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. There is no financing contingency or condition applicable to the transactions contemplated by this Agreement.

#Securities Laws.34

Ability to Perform. No Seller nor Guarantor believes, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Facility Documents to which it is a party on its part to be performed.