Common use of Disclaimer of Fraudulent Intent Clause in Contracts

Disclaimer of Fraudulent Intent. Seller represents and warrants that the transactions described in this Agreement have been undertaken in good faith, considering their obligations to any person or entity to whom 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. Seller further represents and warrants that: (1) they 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; (2) 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; (3) the Seller has not removed or concealed any assets from any Creditors; (4) the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller in the ordinary course of business; (5) the Seller at closing believes in good faith that Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the The transactions described in this Agreement have been undertaken by Permian in good faith, considering their obligations to any person or entity to whom the Seller Permian 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. Seller Permian further represents and warrants that: : (1i) they 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; Closing; (2ii) the Seller Permian 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; ; (3iii) the Seller Permian has not removed or concealed any assets from any Creditors; ; (4iv) the Seller Permian has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller Permian in the ordinary course of business; ; and (5v) the Seller Permian at closing Closing believes in good faith that Seller Permian will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the The transactions described in this Agreement have been undertaken by Seller in good faith, considering their its obligations to any person or entity to whom 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 claims (persons or unsecured (collectively such persons with 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. Seller further represents and warrants that: : (1i) they it will not retain possession or control of any of the property transferred under this Agreement following the closing, except as expressly provided reflected in this Agreement and then only for and on behalf of the account of the Purchaser; Agreement; (2ii) 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; ; (3iii) the Seller has not removed or concealed any assets from any Creditors; ; (4iv) the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller in the ordinary course of business; ; and (5v) the Seller at closing believes in good faith that Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the The transactions described in this Agreement have been undertaken by Piancone in good faith, considering their its obligations to any person or entity to whom the Seller Piancone 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. Seller Piancone further represents and warrants that: : (1i) they 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; Closing; (2ii) the Seller Piancone 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; ; (3iii) the Seller Piancone has not removed or concealed any assets from any Creditors; ; (4iv) the Seller Piancone has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller Piancone in the ordinary course of business; ; and (5v) the Seller Piancone at closing Closing believes in good faith that Seller Piancone 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 transaction described in this Agreement have has been undertaken by it in good faith, considering their its obligations to any person or entity to whom 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 and entities with such claims are called "Creditors" under this paragraph"), and have has undertaken these transactions the transaction contemplated by this Agreement without any intent to hinder, delay or defraud any such CreditorsCreditor, 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 Agreement or the proceeds of this transaction herefrom, from any such CreditorsCreditor. Seller further represents and warrants that: warrants: (1i) they it 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 herein and then only for and on behalf of the account accounts of the Purchaser; Purchasers; (2ii) 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; herein; (3iii) the Seller has not removed or concealed any assets from any Creditors; ; (4iv) the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller in the ordinary course of business; ; (5v) the Seller Seller, at closing Closing, believes in good faith that the Seller will receive consideration reasonably equivalent to the value of the assets Assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the The transactions described in this Agreement have been undertaken by NowAuto in good faith, considering their its obligations to any person or entity to whom the Seller NowAuto 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 unmatured (collectively such persons with such claims 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. Seller NowAuto further represents and warrants that: : (1i) they 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; Closing; (2ii) the Seller it 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; ; (3iii) the Seller it has not removed or concealed any assets from any Creditors; ; (4iv) the Seller it has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller it in the ordinary course of business; ; and (5v) the Seller it believes at closing believes in good faith Closing that Seller it will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants Shareholders, jointly and severally, represent and warrant that the transactions described in this Agreement have been undertaken by them in good faith, considering their obligations to any person or entity to whom the Seller owes and Shareholders owe 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. Seller and Shareholders further represents represent and warrants warrant that: : (1) 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; Buyer; (2) the Seller has and Shareholders have 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; ; (3) the Seller has and Shareholders have not removed or concealed any assets from any Creditors; ; (4) the Seller has and Shareholders have not incurred any individual or aggregate substantial debt in connection with the Assets or business of Seller that is significantly greater than the normal and customary debts of the Seller and Shareholders in the ordinary course of business; ; (5) Seller and Shareholders do not contemplate and have no reason to contemplate that they will seek protection under the bankruptcy laws; and (6) Seller and Shareholders at closing believes Closing believe in good faith that Seller and Shareholders will receive consideration reasonably equivalent to the value of the assets Assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the transactions described in this Agreement have been undertaken by it in good faith, considering their its obligations to any person or entity to whom 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. Seller further represents and warrants that: : (1i) they it 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; ; (2ii) 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; ; (3iii) the Seller has not removed or concealed any assets from any Creditors; ; (4iv) the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller in the ordinary course of business; ; (5v) the Seller at closing believes in good faith that Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the transactions described in this Agreement have been undertaken in good faith, considering their obligations to any person or entity to whom 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. Seller further represents and warrants that: : (1) they 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; ; (2) 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; ; (3) the Seller has not removed or concealed any assets from any Creditors; (4) the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller in the ordinary course of business; (5) the Seller at closing believes in good faith that Seller will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the transactions described in this Agreement have been undertaken in good faith, considering their obligations to any person or entity to whom 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 "Seller Creditors" under this paragraph), and have has undertaken these transactions without any intent to hinder, delay or defraud any such Seller Creditors, and either have has disclosed in the ordinary course of business or will undertake to disclose to all such Seller Creditors (if required by applicable laws rules or regulations) the existence of this transaction, and have not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. Seller further represents and warrants that: : (1) they neither Seller, nor any current or former employees of Seller or any of Seller's corporate affiliates 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 or any agreement executed in connection herewith and then only for and on behalf of the account of the Purchaser; ; (2) the Seller has not been sued or threatened with suit by any Creditor relative to the Business prior to the execution of this Agreement, except as fully disclosed in an exhibit to this Agreement; ; (3) the Seller has not removed or concealed any assets from any Seller Creditors; ; and (4) the Seller has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller in the ordinary course of business; (5) the Seller at closing believes in good faith that that, at Closing, Seller will receive consideration reasonably equivalent to the value of the assets Assets transferred under this Agreement.

Disclaimer of Fraudulent Intent. Seller represents and warrants that the The transactions described in this Agreement have been undertaken by Birch Branch in good faith, considering their obligations to any person or entity to whom the Seller Birch Branch 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. Seller Birch Branch further represents and warrants that: : (1i) they 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; Closing; (2ii) the Seller Birch Branch 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; ; (3iii) the Seller Birch Branch has not removed or concealed any assets from any Creditors; ; (4iv) the Seller Birch Branch has not incurred any individual or aggregate substantial debt that is significantly greater than the normal and customary debts of the Seller Birch Branch in the ordinary course of business; ; and (5v) the Seller Birch Branch at closing Closing believes in good faith that Seller Birch Branch will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.