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 its obligations to any person or entity to whom 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 has undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and has not and will not conceal this transaction or the proceeds ot this transaction from any such Creditors. Seller further represents and warrants that: (1) 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; (2) the Seller has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (3) the Seller has not removed or concealed any assets from any Creditors; (4) the Seller has not incurred any 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 Shareholders, jointly and severally, represent and warrant that the transactions described in this Agreement have been undertaken by them in good faith, considering its their obligations to any person or entity to whom 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 "CREDITORSCreditors" under this paragraph), and has have undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and has have not and will not conceal this transaction or the proceeds ot of this transaction from any such Creditors. Seller and Shareholders further represents represent and warrants warrant that: (1) it 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 PurchaserBuyer; (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 believe in good faith that Seller and Shareholders 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 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 paragraphCreditors"), and has undertaken these transactions the transaction contemplated by this Agreement without any intent to hinder, delay or defraud any such Creditors, and either has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transactionCreditor, and has not and will not conceal this transaction Agreement or the proceeds ot this transaction herefrom, from any such CreditorsCreditor. Seller further represents and warrants thatwarrants: (1i) 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 herein and then only for and on behalf of the account accounts of the PurchaserPurchasers; (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 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 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 its their obligations to any person or entity to whom 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 "CREDITORSSeller Creditors" under this paragraph), and has undertaken these transactions without any intent to hinder, delay or defraud any such Seller Creditors, and either 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 has not and will not conceal this transaction or the proceeds ot this transaction from any such Creditors. Seller further represents and warrants that: (1) it 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 Closing, 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; (3) the Seller has not removed or concealed any assets from any Seller Creditors; and (4) the Seller has not incurred any 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 transferred under this Agreement.