Common use of Present and Reasonably Equivalent Value Clause in Contracts

Present and Reasonably Equivalent Value. The transactions contemplated by this Agreement are intended by the parties to be a contemporaneous exchange between the Seller and the Purchaser and will be accomplished at Closing Date contemporaneously. To the extent that Purchaser has assumed any obligations of the Seller and the Stockholders under this Agreement, the assumption of the obligations at Closing Date shall be regarded as a contemporaneous exchange for the transfer of assets as described in this Agreement. The transactions contemplated by this Agreement represent a regularly conducted, noncollusive sale, and have been negotiated by the parties and their respective professional advisors in an arm's-length manner with due regard for the respective obligations of the parties and value of the assets transferred.