No Fraudulent Conveyances. Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations and the Liens granted by Borrowers to secure the Obligations not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Lender and Borrowers agree that if the Obligations of a Borrower, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Obligations of such Borrower and the Liens securing such Obligations shall, to the fullest extent permitted by Applicable Law, be valid and enforceable only to the maximum extent that would not cause such Obligations or such Liens to constitute a Fraudulent Conveyance, and the Obligations of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any 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: Loan and Security Agreement (Air Industries Group), Loan and Security Agreement (Digirad Corp)
No Fraudulent Conveyances. Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations of Loan Parties and the Liens liens and security interests granted by Borrowers Loan Parties to secure the Obligations Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Lender Agent, Lenders and Borrowers agree Loan Parties each agrees that if the Obligations of a BorrowerLoan Party, or any Liens liens or security interests granted by such Borrower Loan Party securing the Obligations wouldwould (after giving effect to any rights of contribution such Loan Party would have against all other Loan Parties), but for the application of this sentence, constitute a Fraudulent Conveyance, the Obligations of such Borrower Loan Party and the Liens liens and security interests securing such Obligations shall, to the fullest extent permitted by Applicable Law, shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such Liens lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Borrower Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any 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: Loan, Security and Guaranty Agreement (Transport America, Inc.), Loan, Security and Guaranty Agreement (Transport America, Inc.)
No Fraudulent Conveyances. Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations of the Loan Parties and the Liens liens and security interests granted by Borrowers the Loan Parties to secure the Obligations Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Lender Administrative Agent, the Lenders and Borrowers the Loan Parties agree that if the Obligations of a BorrowerLoan Party, or any Liens liens or security interests granted by such Borrower Loan Party securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Obligations of such Borrower Loan Party and the Liens liens and security interests securing such Obligations shall, to the fullest extent permitted by Applicable Law, shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such Liens lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Borrower Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any 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: Credit Agreement (Russ Berrie & Co Inc), Credit Agreement (Russ Berrie & Co Inc)
No Fraudulent Conveyances. Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations and the Liens granted by Borrowers to secure the Obligations not constitute a “"Fraudulent Conveyance” " (as defined below). Consequently, the Lender Parties and Borrowers agree that if the Obligations of a Borrower, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Obligations of such Borrower and the Liens securing such Obligations shall, to the fullest extent permitted by Applicable Law, be valid and enforceable only to the maximum extent that would not cause such Obligations or such Liens to constitute a Fraudulent Conveyance, and the Obligations of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “"Fraudulent Conveyance” " means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any 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: Loan and Security Agreement (Blonder Tongue Laboratories Inc)
No Fraudulent Conveyances. (a) Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations of the Loan Parties and the Liens liens and security interests granted by Borrowers the Loan Parties to secure the Obligations Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Lender Administrative Agent, the Lenders and Borrowers Loan Parties agree that if the Obligations of a BorrowerLoan Party, or any Liens liens or security interests granted by such Borrower Loan Party securing the Obligations wouldwould (after giving effect to any rights of contribution, subrogation, indemnity or reimbursement such Loan Party would have against all other Loan Parties), but for the application of this sentenceSection, constitute a Fraudulent Conveyance, the Obligations of such Borrower Loan Party and the Liens liens and security interests securing such Obligations shall, to the fullest extent permitted by Applicable Law, shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such Liens lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Borrower Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any 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