Common use of Fair Consideration; No Fraudulent Conveyance Clause in Contracts

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.

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.

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 Seller will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant to the terms of this AgreementAgreement or the Transactions. As used herein, “insolvent” means that the sum of the present fair saleable value of the assets of an entity do not and will not exceed its debts and other probable liabilities. Seller is not entering into this Agreement or any of and 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 AgreementTransactions, 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 Transactions will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller whatsoever to any of the Purchased Acquired 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. Seller is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets Asset 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 Asset 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 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 To Seller’s knowledge, 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. Seller is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets Asset 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 Asset after the Closing.

Fair Consideration; No Fraudulent Conveyance. The sale and license 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, or the license of, any 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.

Fair Consideration; No Fraudulent Conveyance. The sale transfer of the -------------------------------------------- Purchased Acquired Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller Transferor is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Acquired Assets pursuant to the terms of this Agreement. Seller Transferor is not entering into this the 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 Transferor to any of the Purchased Acquired 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. Seller consideration and is not now subject to any bulk sales or similar law. Sellers are not 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 The Sellers are 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 creditors, and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced in by this Agreement, will not have any such effect. The transactions contemplated in by this Agreement or any agreements referenced in this Agreement other Transaction Documents 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 ClosingAssets.

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 Seller 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 and 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 whatsoever to any of the Purchased Assets in the hands of Buyer after the Closing.

Fair Consideration; No Fraudulent Conveyance. The sale of the -------------------------------------------- Purchased RODDOC Assets and Business 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 RODDOC Assets and Business 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 their respective 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 RODDOC Assets and Business after the Closing.

Fair Consideration; No Fraudulent Conveyance. The sale of the -------------------------------------------- Purchased MFWF Assets and Business 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 MFWF Assets and Business 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 their respective 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 MFWF Assets and Business 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 , 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. Seller Company is not entering into this Agreement or any of and the other agreements referenced in this Agreement Company Ancillary Documents with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement, Agreement and the other agreements Company Ancillary Documents referenced in this Agreement, Agreement will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement Company Ancillary Document will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller Company whatsoever to any of the Purchased Assets in the hands of Purchaser after the Closing.

Fair Consideration; No Fraudulent Conveyance. The sale of the -------------------------------------------- Purchased Assets Investment Interests pursuant to this Agreement is made in exchange for fair and equivalent consideration. , and Seller is not now insolvent and Seller will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets Investment Interests pursuant to the terms of this Agreement. Seller is not entering into this Agreement or any of and 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 whatsoever to any of the Purchased Assets Investment Interests 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 , 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. Seller The Company is not entering into this Agreement or any of the other agreements referenced in this Agreement Company Ancillary Documents with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement, Agreement and the other agreements Company Ancillary Documents referenced in this Agreement, Agreement will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement Company Ancillary Document will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller Company whatsoever to any of the Purchased Assets in the hands of Purchaser after the Closing.