Common use of No Fraudulent Conveyances Clause in Contracts

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 and security interests granted by Loan Parties to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Agent, Lenders and Loan Parties each agrees that if the Obligations of a Loan Party, or any liens or security interests granted by such Loan Party securing the Obligations would (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 Loan Party and the liens and security interests securing such Obligations shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under 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.)

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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 and security interests granted by the Loan Parties to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Administrative Agent, the Lenders and the Loan Parties each agrees agree that if the Obligations of a Loan Party, or any liens or security interests granted by such Loan Party securing the Obligations would (after giving effect to any rights of contribution such Loan Party would have against all other Loan Parties)would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Obligations of such Loan Party and the liens and security interests securing such Obligations shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under 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. (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 and security interests granted by the Loan Parties to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Administrative Agent, the Lenders and Loan Parties each agrees agree that if the Obligations of a Loan Party, or any liens or security interests granted by such Loan Party securing the Obligations would (after giving effect to any rights of contribution 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 Loan Party and the liens and security interests securing such Obligations shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under 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: Credit Agreement (Russ Berrie & Co Inc)

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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 Borrower and each other Loan Parties Party and the liens and security interests granted by the Borrower and each other Loan Parties Party to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Administrative Agent, the Lenders and Loan Parties each agrees the Borrower agree that if the Obligations of a the Borrower and any other Loan Party, or any liens or security interests granted by such Loan Party party securing the Obligations would (after giving effect to any rights of contribution such Loan Party would have against all other Loan Parties)would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Obligations of such Loan Party party and the liens and security interests securing such Obligations shall be valid and enforceable only to the maximum extent that would not cause such Obligations or such lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Loan Party and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under 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: Credit Agreement (Russ Berrie & Co Inc)

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