Common use of Disclaimer of Fraudulent Intent Clause in Contracts

Disclaimer of Fraudulent Intent. The transactions described in this Agreement have been undertaken by Permian in good faith, considering their obligations to any person or entity to whom Permian owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, claims are called "Creditors" under this paragraph), and have undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under this Agreement following the Closing; (ii) Permian has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (iii) Permian has not removed or concealed any assets from any Creditors; (iv) Permian has not incurred any individual or aggregate debt that is significantly greater than the normal and customary debts of Permian in the ordinary course of business; and (v) Permian at Closing believes in good faith that Permian will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The Seller represents and warrants that the transactions described in this Agreement have been undertaken by Permian it in good faith, considering their its obligations to any person or entity to whom Permian the Seller owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured (collectively such persons with such claims are called "Creditors" under this paragraph), and have has undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have has not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian Seller further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under this Agreement following the Closing, except as expressly provided in this Agreement and then only for and on behalf of the account of the Purchaser; (ii) Permian the Seller has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement, except as fully disclosed in an exhibit to this Agreement; (iii) Permian the Seller has not removed or concealed any assets from any Creditors; (iv) Permian the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of Permian the Seller in the ordinary course of business; and (v) Permian the Seller at Closing closing believes in good faith that Permian Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The transactions described in this Agreement have been undertaken by Permian Seller in good faith, considering their its obligations to any person or entity to whom Permian the Seller owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, claims (persons or entities holding such claims are called "Creditors" under this paragraphsection), and have undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have has not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian Seller further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under as reflected in this Agreement following the ClosingAgreement; (ii) Permian the Seller has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (iii) Permian the Seller has not removed or concealed any assets from any Creditors; (iv) Permian the Seller has not incurred any individual or aggregate debt that is significantly greater than the normal and customary debts of Permian the Seller in the ordinary course of business; and (v) Permian at Closing the Seller believes in good faith that Permian Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The Seller represents and warrants that the transactions described in this Agreement have been undertaken by Permian in good faith, considering their its obligations to any person or entity to whom Permian Seller owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured (collectively such persons with such claims are called "Creditors" under this paragraph), and have has undertaken these transactions without any intent to hinder, ; delay or defraud any such Creditors, and either have has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian Seller further represents and warrants that: (i1) it will not retain possession or control of any of the property transferred under this Agreement following and then only for and on behalf of the Closingaccount of the Purchaser; (ii2) Permian the Seller has not been sued or threatened with wit suit by any Creditor prior to the execution of this Agreement; (iii3) Permian the Seller has not removed or concealed any assets from any Creditors; (iv4) Permian the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of Permian the Seller in the ordinary course of business; and (v5) Permian the Seller at Closing believes in good faith that Permian Seller will receive consideration reasonably equivalent to the value of the assets Transferred Assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The transactions described in this Agreement have been undertaken by Permian NowAuto in good faith, considering their its obligations to any person or entity to whom Permian NowAuto owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, claims unmatured (such claim holders are called "Creditors" under this paragraph), and have NowAuto has undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have has not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian NowAuto further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under this Agreement following the Closing; (ii) Permian it has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (iii) Permian it has not removed or concealed any assets from any Creditors; (iv) Permian it has not incurred any individual or aggregate debt that is significantly greater than the normal and customary debts of Permian it in the ordinary course of business; and (v) Permian it believes at Closing believes in good faith that Permian it will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The Seller represents and warrants that the transactions described in this Agreement have been undertaken by Permian in good faith, considering their obligations to any person or entity to whom Permian the Seller owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured (collectively such persons with such claims are called "Creditors" under this paragraph), and have undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian Seller further represents and warrants that: (i1) it they will not retain possession or control of any of the property transferred under this Agreement following the Closingclosing, except as expressly provided in this Agreement and then only for and on behalf of the account of the Purchaser; (ii2) Permian the Seller has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement, except as fully disclosed in an exhibit to this Agreement; (iii3) Permian the Seller has not removed or concealed any assets from any Creditors; (iv4) Permian the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of Permian the Seller in the ordinary course of business; and (v5) Permian the Seller at Closing closing believes in good faith that Permian Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The transactions described in this Agreement have been undertaken by Permian Birch Branch in good faith, considering their obligations to any person or entity to whom Permian Birch Branch owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, claims are called "Creditors" under this paragraph), and have undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian Birch Branch further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under this Agreement following the Closing; (ii) Permian Birch Branch has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (iii) Permian Birch Branch has not removed or concealed any assets from any Creditors; (iv) Permian Birch Branch has not incurred any individual or aggregate debt that is significantly greater than the normal and customary debts of Permian Birch Branch in the ordinary course of business; and (v) Permian Birch Branch at Closing believes in good faith that Permian Birch Branch will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. The transactions described in this Agreement have been undertaken by Permian Piancone in good faith, considering their its obligations to any person or entity to whom Permian Piancone owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, claims are called "“Creditors" ” under this paragraph), and have undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either have disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and have not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Permian Piancone further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under this Agreement following the Closing; (ii) Permian Piancone has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (iii) Permian Piancone has not removed or concealed any assets from any Creditors; (iv) Permian Piancone has not incurred any individual or aggregate debt that is significantly greater than the normal and customary debts of Permian Piancone in the ordinary course of business; and (v) Permian Piancone at Closing believes in good faith that Permian Piancone will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.