No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.
No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrowers or any other Loan Party with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted. (bb) Transaction in Best Interests of Borrowers; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrowers and the other Loan Parties and the creditors of such Persons. The direct and indirect benefits to inure to the Borrowers and the other Loan Parties pursuant to this Agreement and the other Loan Documents constitute substantially more than "reasonably equivalent value" (as such term is used in section 548 of the Bankruptcy Code) and "valuable consideration," "fair value," and "fair consideration" (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrowers and the other Loan Parties pursuant to this Agreement and the other Loan Documents, and but for the willingness of the Borrowers to be co-borrowers and of each Guarantor to guaranty the Obligations, the Borrowers would be unable to obtain the financing contemplated hereunder which financing will enable the Borrowers and the other Loan Parties to have available financing to conduct and expand their business. The Borrowers and the other Loan Parties constitute a single integrated financial enterprise and each receives a benefit from the availability of credit under this Agreement to the Borrowers. (cc)
No Fraudulent Intent. Neither the execution and delivery of this Agreement and the Note Guaranties nor the performance of any actions required hereunder or thereunder is being undertaken by the Parent, the Issuer or any Initial Subsidiary Guarantor with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.
No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the incurrence of indebtedness or the performance of any actions required hereunder or thereunder is or will be undertaken by any Credit Party with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted. Without limitation to the foregoing, no transfer of property has been or will be made by any Credit Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Credit Party.
No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Transaction Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower with or as a result of any actual intent by the Borrower to hinder, delay or defraud any entity to which the Borrower is now or will hereafter become indebted.
No Fraudulent Intent. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement at the direction or otherwise on behalf of Parent or Merger Sub with the intent to hinder, delay or defraud either present or future creditors of the Company or the Subsidiaries.
No Fraudulent Intent. Borrower acknowledges, warrants, represents and agrees that neither the execution and delivery of this Agreement and the other Loan Documents nor the performance of any actions required hereunder or thereunder is being consummated by the Borrower, the First Mortgage Borrower or Guarantor with or as a result of any actual intent by such Persons, or any of them, to hinder, delay or defraud any entity to which such Persons, or any of them, are now or will hereafter become indebted.
No Fraudulent Intent. Neither the execution and delivery of this Amendment, nor the performance of any actions required hereunder or described herein is being consummated by any Borrower with or as a result of any actual intent by such Borrower to hinder, delay or defraud any entity to which such Borrower is not or will hereafter become indebted.
No Fraudulent Intent. Neither the execution and delivery of this Guaranty Agreement nor the performance of any actions required hereunder or described herein is being consummated by the Guarantor with or as a result of any actual intent by the Guarantor to hinder, delay or defraud any entity to the Guarantor is now or will hereafter become indebted.
No Fraudulent Intent. Second Party acknowledges, warrants, represents and agrees that neither the execution and delivery of this Agreement nor the performance of any actions required hereunder or thereunder is being consummated by the Second Party with or as a result of any actual intent by Second Party to hinder or reduce First Party’s market share and/or adversely affect the reputation of the Software and/or to steer end users away from First Party’s Software. Second Party further represents and warrants that it is not a competitor of the First Party or acting on behalf a competitor of the First Party.
