Nonavoidability of Transfers. The Borrower shall (A) have received each Contributed Receivable as a contribution to the capital of the Borrower by the Parent as a stockholder of the Borrower and (B) (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. No Sale has been made for or on account of an antecedent debt owed by any Originator to the Borrower and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Seller shall (A) have received each Contributed Receivable as a contribution to the capital of the Seller by Synnex and (B) (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the applicable Transfer Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Sale of a Sold Receivable effected pursuant to the terms of a Transfer Agreement shall not have been made for or on account of an antecedent debt owed by the applicable Originator to the Seller and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Borrower shall have purchased each Receivable from the Sellers for cash consideration or with the proceeds of a subordinated loan made in accordance with the Receivables Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. No transfer of Receivables pursuant to the Receivables Sale Agreement has been made for or on account of an antecedent debt owed by any Seller to the Borrower, as applicable, and no such transfer is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Seller shall (A) have received each Contributed Receivable as a contribution to the capital of the Seller by the applicable Originator and (B) (1) have purchased each Sold Receivable from the applicable Originator for cash consideration and (2) have accepted assignment of any Eligible Receivables transferred pursuant to Section 4.05 of the Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Sale of a Sold Receivable effected pursuant to the terms of the Sale Agreement shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Borrower shall (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan or an increase to the aggregate outstanding principal amount of the L/C Note and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. No Sale has been made for or on account of an antecedent debt owed by any Originator to the Borrower and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Borrower shall (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. No Sale has been made for or on account of an antecedent debt owed by any Originator to the Borrower and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Borrower shall have purchased each interest in or assignment of a Trust Investment for cash consideration and in an amount that constitutes fair consideration and reasonably equivalent value therefor and not on account of an antecedent debt owed to the Borrower, and no such purchase is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Seller shall (A) have received each Contributed Receivable as a contribution to the capital of the Seller by the Originator and (B) have purchased each Sold Receivable from the Originator for cash consideration, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Sale of a Sold Receivable effected pursuant to the terms of the Sale and Contribution Agreement shall not have been made for or on account of an antecedent debt owed by the Originator thereof to the Seller and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. The Seller shall (A) have received each Contributed Receivable as a contribution to the capital of the Seller by the applicable Transferor as a member of the Seller and (B) have purchased each Sold Receivable from the applicable Transferor for cash consideration, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Transferor shall have purchased each Sold Receivable from the applicable Originator for cash consideration pursuant to Section 2.01 of the Sale Agreement, or shall have received each Contributed Receivable as a contribution to the capital of such Transferor, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. No Sale has been made for or on account of an antecedent debt owed by any Transferor to the Seller or owed by any Originator to any Transferor, and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.
Nonavoidability of Transfers. Each Originator shall, as applicable, (i) have transferred each Contributed Receivable originated by it as a contribution to the capital of CRLLC and (ii) (A) have sold each Sold Receivable originated by it for cash consideration and (B) have transferred any Eligible Receivables pursuant to clause (b) of Section 4.04, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Sale of a Sold Receivable effected pursuant to the terms of this Agreement shall not have been made for or on account of an antecedent debt owed by the Originator thereof to CRLLC and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations. (x) Year 2000 Problems. Each Originator has completed a Year 2000 Assessment and has prepared a Year 2000 Corrective Plan, and on or before October 31, 1999 each Originator shall have completed all Year 2000 Corrective Actions and Year 2000 Implementation Testing and shall have eliminated all Year 2000 Problems except where the failure to eliminate the same could not reasonably be expected to have a Material Adverse Effect. The representations and warranties described in this Section 4.01 shall survive the Transfer of the Transferred Receivables to CRLLC, any subsequent assignment of the Transferred Receivables by CRLLC, and the termination of this Agreement and the other Related Documents and shall continue until the indefeasible payment in full of all Transferred Receivables. SECTION 4.02
