Fraudulent Transfers Sample Clauses
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Fraudulent Transfers. If any Borrower or any Subsidiary shall have concealed, removed, or permitted to be concealed or removed, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent transfer or similar law; or shall have made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint or other process which is not vacated within sixty (60) days from the date thereof; or
Fraudulent Transfers. The parties acknowledge that the statutes of the State of California governing fraudulent transfers as currently in effect may apply to the transactions provided for in this Agreement. Seller agrees to fully comply with the requirements of any and all fraudulent transfer statutes applicable to the transactions provided for herein. Seller agrees to indemnify, defend and hold harmless Buyer from any obligation or liability to the creditors of Seller, as well as any other claims, demands or obligations based upon any failure by Seller to comply with the provisions of this Section 2.7.
Fraudulent Transfers. The parties acknowledge that the statutes of the State of Tennessee governing fraudulent transfers as currently in effect may apply to the transactions provided for in this Agreement. Seller agrees to fully comply with the requirements of any and all fraudulent transfer statutes applicable to the transactions provided for herein. Seller agrees to indemnify, defend and hold harmless Buyer from any obligation or liability to the creditors of Seller, as well as any other claims, demands or obligations based upon any failure by Seller to comply with the provisions of this Section 2.7.
Fraudulent Transfers. Borrower, any Subsidiary, or any Guarantor shall have concealed, removed, or permitted to be concealed or removed, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent transfer or similar law; or shall have made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint or other process which is not vacated within sixty (60) days from the date thereof; or
Fraudulent Transfers. Neither BioMarin nor BioMarin Acquisition is insolvent, nor will be rendered insolvent by any of the Transactions. Immediately after consummation of the Transactions, (i) each of BioMarin and BioMarin Acquisition will be able to pay its debts as they become due; (ii) neither BioMarin nor BioMarin Acquisition will have unreasonably small assets with which to conduct its present or proposed business. As used in this Section 3.6, "insolvent" means that the sum of the Person's assets does not and will not exceed its debts and other liabilities at a fair valuation.
Fraudulent Transfers. The Borrower shall not knowingly accept any assets that have been transferred to it for the purpose of defrauding any creditor of the Borrower or any of its Affiliates.
Fraudulent Transfers. The Parent shall not knowingly accept any assets that have been transferred to it for the purpose of defrauding any creditor of the Parent or any of its Affiliates.
Fraudulent Transfers. Neither Medicis, Medicis Manufacturing nor Ascent is insolvent, nor will be rendered insolvent by any of the Transactions. Immediately after consummation of the transactions contemplated hereby, (i) each of Medicis, Medicis Manufacturing and Ascent will be able to pay its debts as they become due; (ii) neither Medicis, Medicis Manufacturing nor Ascent will have unreasonably small assets with which to conduct its present or proposed business. As used in this Section 2.22, "insolvent" means that the sum of the Person's assets does not and will not exceed its debts and other liabilities at a fair valuation.
Fraudulent Transfers. Medicis is not insolvent, nor will be rendered insolvent by any of the transactions contemplated hereby. Immediately after the Option Closing, (i) Medicis will be able to pay its debts as they become due, and (ii) Medicis will not have unreasonably small assets with which to conduct its present or proposed business. As used in this Section 2.10, “insolvent” means that the sum of the Person’s assets does not and will not exceed its debts and other liabilities at a fair valuation.
Fraudulent Transfers. (i) Each NS Entity hereby acknowledges that the intention of the guarantee provided for in Section 4(e) of this Agreement (the “Guaranty”) is not for the Guaranty to constitute a fraudulent transfer or conveyance for purposes of debtor relief laws (such as federal bankruptcy laws), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty and the obligations of each NS Entity hereunder. To effectuate the foregoing intention, the NS Entities hereby irrevocably agree that the Guaranty at any time shall be limited to the maximum amount as will result in the Guaranty of such NS Entity not constituting a fraudulent transfer or conveyance.
(ii) Each NS Entity hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to Bank and/or Guarantor under this Agreement, such NS Entity will contribute, to the maximum extent permitted by law, such amounts to each other so as to maximize the aggregate amount paid to the Bank and/or Guarantor under or in respect of this Agreement or any other Loan Document.