Fair Consideration; No Fraudulent Conveyance Sample Clauses

Fair Consideration; No Fraudulent Conveyance. The sale of the Purchased Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant to the terms of this Agreement. Seller is not entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced in this Agreement, will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller to any of the Purchased Assets after the Closing.
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Fair Consideration; No Fraudulent Conveyance. The transfer of the Purchased Assets and Purchased Shares to Buyer as contemplated by this Agreement and the other Transaction Documents is made in exchange for fair and equivalent consideration, and neither Seller nor any Other Seller is now insolvent nor will be rendered insolvent by the sale, transfer and assignment of the Purchased Assets and Purchased Shares as contemplated by this Agreement and the other Transaction Documents. Neither Seller nor any Other Seller is entering into this Agreement or the transactions contemplated hereby with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement, and the other Transaction Documents will not have any such effect. The transactions contemplated by this Agreement or any other Transaction Document will not give rise to any right of any creditor of Seller or any Subsidiary of Seller to assert any claim for fraudulent conveyance against Buyer, any of its Subsidiaries or any of the Purchased Assets or Purchased Shares in the hands of Buyer or any of their respective successors and assigns following the Closing.
Fair Consideration; No Fraudulent Conveyance. Seller is not now and Seller will not be rendered insolvent by the sale, transfer and assignment of the Transferred Assets pursuant to the terms of this Agreement or the transactions contemplated hereby. Seller has no intention to file for bankruptcy, and no insolvency proceedings of any character including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of the Transferred Assets or Assumed Liabilities are pending or, to Seller’s Knowledge, threatened. Seller is not entering into this Agreement and the transactions contemplated hereby with the intent to defraud, delay or hinder Seller’s creditors and the consummation of the transactions contemplated by this Agreement and the transactions contemplated hereby will not have any such effect. The transactions contemplated hereby do not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller whatsoever to any of the Transferred Assets after the Closing.
Fair Consideration; No Fraudulent Conveyance. The transfer of the Assets to Buyer as contemplated by this Agreement and the Company Ancillary Agreements is made in exchange for fair and equivalent consideration, and Company is not now insolvent and Company will not be rendered insolvent by the sale, transfer and assignment of the Assets as contemplated by this Agreement and the Company Ancillary Agreements. Company is not entering into this Agreement and the transactions contemplated hereby with the intent to defraud, delay or hinder its creditors. The transaction contemplated in this Agreement and the Company Ancillary Agreements will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Company whatsoever to any of the Assets in the hands of Buyer after the Closing.
Fair Consideration; No Fraudulent Conveyance. The sale of the Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration and is not subject to any bulk sales or similar Law. Neither of the Sellers is now insolvent and neither will be rendered insolvent by the sale, transfer and assignment of the Assets pursuant to the terms of this Agreement. Neither of the Sellers is entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder its creditors, and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced by this Agreement, will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of any Seller to any of the Assets after the Closing.
Fair Consideration; No Fraudulent Conveyance. Seller is not now insolvent, and will not be rendered insolvent by the sale, transfer and assignment of the Acquired Assets pursuant to the terms of this Agreement or the transactions contemplated hereby. Seller has no intention to file for bankruptcy, and, to Seller’s Knowledge, no insolvency proceedings of any character including bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of the Acquired Assets or Assumed Liabilities are pending or threatened. Seller is not entering into this Agreement and the Transactions with the intent to defraud, delay or hinder Seller’s creditors and the consummation of the Transactions will not have any such effect. The Transactions do not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller whatsoever to any of the Acquired Assets after the Closing.
Fair Consideration; No Fraudulent Conveyance. The sale of the Property pursuant to this Agreement is made in exchange for fair and equivalent consideration, and Assignor is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of Property pursuant to the terms of this Agreement. Assignor is not entering into this Agreement and any ancillary documents with the intent to defraud, delay or hinder his creditors and the
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Fair Consideration; No Fraudulent Conveyance. The sale of the Property pursuant to this Agreement is made in exchange for fair and equivalent consideration, and Assignor is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of Property pursuant to the terms of this Agreement. Assignor is not entering into this Agreement and any ancillary documents with the intent to defraud, delay or hinder his creditors and the consummation of the transactions contemplated by this Agreement and any ancillary documents referenced in this Agreement will not have any such effect. The transactions contemplated in this Agreement or any ancillary document will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Assignor whatsoever to any of the Property in the hands of Corporation after the Closing.
Fair Consideration; No Fraudulent Conveyance. The sale of the Purchased Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller is not entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced in this Agreement, will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller to any of the Purchased Assets after the Closing.
Fair Consideration; No Fraudulent Conveyance. The sale of the Purchased Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration, and Company is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant to the terms of this Agreement. The Company is not entering into this Agreement or the Company Ancillary Documents with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement and the Company Ancillary Documents referenced in this Agreement will not have any such effect. The transactions contemplated in this Agreement or any Company Ancillary Document will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Company whatsoever to any of the Purchased Assets in the hands of Purchaser after the Closing.
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