Reasonably Equivalent Value. The sale of Contracts and Related Rights by the Seller to the Purchaser under this Agreement has been made for “reasonably equivalent value” (as such term is used under Section 548 of the Bankruptcy Code) and not for or on account of “antecedent debt” (as such term is used under Section 547 of the Bankruptcy Code) owed by the Purchaser to the Seller.
Reasonably Equivalent Value. The Seller has given reasonably equivalent value in consideration of the transfer of each Receivable, and no such transfer has been made for or on account of an antecedent debt.
Reasonably Equivalent Value. As set forth in the Recitals to this Agreement, consideration under the Agreement was provided by all Parties to the Agreement. This Agreement is not the product of collusion among the Parties and is the result of arms’ length negotiations. Each of the Parties hereto acknowledge and agree that it received reasonably equivalent value for the consideration provided by such Party.
Reasonably Equivalent Value. It has made an independent determination of the fair market value of all Consideration it is providing to the Settling Claimants and the Settlement Fund and has determined that the fair market value of that Consideration is reasonably equivalent to the fair market value of all consideration received by it pursuant to this Agreement from the Settling Claimants.
Reasonably Equivalent Value. EMS hereby acknowledges and agrees that the amounts paid or to be paid by Sensata to EMS as contemplated by this Agreement (including, without limitation, the amounts paid as set forth in the last WHEREAS clause set forth in the Recitals to this Agreement and each of Section 1(a), Section 1(b), Section 2, Section 3(b) and Section 9 of this Agreement) represents reasonably equivalent value for the assets purchased or to be purchased by Sensata from EMS.
Reasonably Equivalent Value. The Assignee has given reasonably equivalent value to the Assignor in consideration for each purchase under this Assignment Agreement, no such transfer has been made for or on account of an antecedent debt owed by the Assignor to the Assignee, and no such transfer is or may be voidable or subject to avoidance under any applicable bankruptcy, insolvency or other similar law.
Reasonably Equivalent Value. The Purchase Price constitutes reasonably equivalent value in consideration for the transfer by each Seller to the Purchaser of Receivables from such Seller pursuant to this Agreement and no such transfer has been made for or on account of an antecedent debt owed by such Seller to the Purchaser, and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.
Reasonably Equivalent Value. The Parties acknowledge and agree that: (i) the Agreement was bargained for and entered into in good faith and as the result of arms'-length negotiations; and (ii) was based on their respective independent assessments, with the assistance and advice of counsel, the payments and other benefits to be received by the Parties pursuant to this Agreement constitute a fair and reasonable settlement of the Parties' claims against each other and constitute reasonably equivalent value for the releases, indemnity, and other benefits conveyed under this Agreement.
Reasonably Equivalent Value. The Borrower and each of its Subsidiaries has received reasonably equivalent value for the Obligations it has incurred, and the security interests and mortgages it has granted, hereunder and under the other Loan Documents. The incurrence by the Borrower and each of its Subsidiaries of their Obligations and the granting by the Borrower and each of its Subsidiaries of security interests and mortgages on their properties do not result in any fraudulent transfer or fraudulent conveyance within the meaning of any applicable federal or state statute or the interpretation thereof or relevant common law.
Reasonably Equivalent Value. The Buyer has given reasonably equivalent value to the Seller in consideration for the transfer and sale to the Buyer of the applicable Receivables and other property from such Seller, and each such transfer shall not have been made for or on account of an antecedent debt owed by such Seller to the Buyer. The Seller acknowledges that it will receive reasonably equivalent value in consideration for the transfer to the Buyer of all Receivables and other property now or hereafter to be transferred and sold hereunder. The Buyer and the Servicer may rely upon any of these representations and warranties, and any of the covenants and agreements of the Seller contained herein in connection with any transactions pursuant to the Pooling and Servicing Agreement. (f) Subsection (d) of Section 5.1 is deleted and replaced in its entirety the following:
