Common use of No Fraudulent Conveyance Clause in Contracts

No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any liens and security interests granted by Guarantor to secure this Guaranty, not constitute a "Fraudulent Conveyance" (as defined below). Consequently, Guarantor agrees that if the Guaranty, or any liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the "Bankruptcy Code" (as hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Appears in 2 contracts

Samples: Continuing Unconditional Guaranty (Antigua Enterprises Inc), Antigua Enterprises Inc

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No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it It is intended that the Company’s guaranty under this Section 2 (the “Company Guaranty”), and any liens and security interests Liens granted by Guarantor the Company to secure this the Company Guaranty, do not constitute a "Fraudulent Conveyance" (as defined belowhereinafter defined). Consequently, Guarantor the Company agrees that if the Company Guaranty, or any liens or security interests Liens securing this the Company Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this the Company Guaranty and each such lien and security interest Lien shall be valid and enforceable only to the maximum extent that would not cause this the Company Guaranty or such lien or security interest Lien to constitute a Fraudulent Conveyance, and this the Company Guaranty or the other Related Documents providing for such Lien shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the "Bankruptcy Code" (as hereinafter defined) Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Appears in 2 contracts

Samples: Senior Secured Note and Warrant Purchase Agreement (Jazz Pharmaceuticals Inc), Twist Merger (Jazz Pharmaceuticals Inc)

No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any liens and security interests granted by Guarantor to secure this Guaranty, do not constitute a "Fraudulent Conveyance" (as defined below). Consequently, Guarantor agrees that if the this Guaranty, or any liens or and security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or and security interest to constitute a Fraudulent Conveyance, and this Guaranty or the other Loan Documents providing for such liens and security interests shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the "Bankruptcy Code" Code (as hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Appears in 1 contract

Samples: Subordination and Intercreditor Agreement (Pacific Cma Inc)

No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any liens and security interests granted by each Guarantor to secure this Guaranty, not constitute a "Fraudulent Conveyance" (as defined below). Consequently, each Guarantor agrees that if the this Guaranty, or any liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or security interest to constitute a Fraudulent Conveyance, with respect to any Guarantor, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times, with respect to such Guarantor. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the "Bankruptcy Code" (as hereinafter defined) Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Appears in 1 contract

Samples: Guaranty (Infotech Usa Inc)

No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any liens and security interests granted by Guarantor to secure this Guaranty, do not constitute a "Fraudulent Conveyance" (as defined below). Consequently, Guarantor agrees that if the this Guaranty, or any liens or and security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or and security interest to constitute a Fraudulent Conveyance, and this Guaranty or the Loan Documents providing for such liens and security interests shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the "Bankruptcy Code" Code (as hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Appears in 1 contract

Samples: Dri Corp

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No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any liens and security interests granted by each Guarantor to secure this Guaranty, do not constitute a "Fraudulent Conveyance" (as defined below). Consequently, each Guarantor agrees that if the this Guaranty, or any liens or and security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or and security interest to constitute a Fraudulent Conveyance, and this Guaranty or the other Loan Documents providing for such liens and security interests shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the "Bankruptcy Code" Code (as hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Appears in 1 contract

Samples: Subordination and Intercreditor Agreement (Pacific Cma Inc)

No Fraudulent Conveyance. Notwithstanding any provision of this Guaranty to the contrary, it is intended that the obligations of Guarantor under this Guaranty, and any liens and security interests granted by Guarantor to secure this Guaranty, Guaranty shall not constitute a "Fraudulent Conveyance" “fraudulent conveyance” (as defined below). Consequently, Guarantor agrees and the Trustee agree that if the Guaranty, or any liens or security interests securing obligations of Guarantor under this Guaranty, Guaranty would, but for the application of this sentenceparagraph, constitute a Fraudulent Conveyancefraudulent conveyance, the obligations of Guarantor under this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or security interest obligations to constitute a Fraudulent Conveyancefraudulent conveyance, and this Guaranty shall automatically be deemed automatically to have been amended accordingly with respect to Guarantor at all relevant times. For purposes hereofof this paragraph, "Fraudulent Conveyance" “fraudulent conveyance” means a fraudulent conveyance under Section 548 of the "United States Bankruptcy Code" (as hereinafter defined) Code or a fraudulent conveyance or a fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, authority as in effect from time to time.

Appears in 1 contract

Samples: Guaranty Agreement (International Shipholding Corp)

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