Solvency and Fraudulent Conveyance. The Borrower is and, upon the incurrence of any Credit Extension by the Borrower on any date on which this representation and warranty is made, will be, Solvent. No Credit Party is transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. No Credit Party shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Receivables under the Purchase Agreement and the Bank Partner Sale Agreement, as applicable.
Solvency and Fraudulent Conveyance. Each Credit Party is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Credit Documents and, if applicable, the making of the applicable Loan. No Credit Party is granting a security interest in any Collateral with any intent to hinder, delay or defraud any of its creditors. No Credit Party shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors.
Solvency and Fraudulent Conveyance. The Borrower is and, upon the incurrence of any Credit Extension by the Borrower on any date on which this representation and warranty is made, will be, Solvent. Neither the Borrower nor CPS is transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. Neither the Borrower nor CPS shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Receivables under the Purchase Agreement.
Solvency and Fraudulent Conveyance. The Borrower is Solvent. The Borrower is not granting a security interest in any Collateral with any intent to hinder, delay or defraud any of its creditors. The Borrower shall not use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Borrower Receivables under the Master Purchase Agreement.
Solvency and Fraudulent Conveyance. As of the Effective Date, each Credit Party and its Subsidiaries taken as a whole on a consolidated basis are and, upon the incurrence of the Loan will be, Solvent. No Credit Party is transferring or pledging any Collateral with any intent to hinder, delay or defraud any of its creditors or equity holders. No Credit Party shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors.
Solvency and Fraudulent Conveyance. The Borrower is and, upon the incurrence of any Credit Extension by the Borrower on any date on which this representation and warranty is made, will be, Solvent. No Credit Party is transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. No Credit Party shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors, except that proceeds may be used to (i) repay any Indebtedness secured by Receivables transferred to the Borrower on the Closing Date, (ii) repay any Indebtedness owed to Xxxxx Fargo Bank, National Association under the Company’s existing credit facility, and (iii) repay any Indebtedness owed to any other creditor of a Credit Party only if such creditor has entered into an intercreditor agreement with the Administrative Agent that is acceptable to the Administrative Agent in its reasonable discretion. The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Receivables under the Receivables Purchase Agreement.
Solvency and Fraudulent Conveyance. The Purchaser represents and warrants that (i) it is entering into the transactions contemplated by this Agreement without the actual intent to hinder, delay or defraud any creditor of the Company or the Purchaser, (ii) the Shareholder and its Affiliates have, to the Purchaser’s best knowledge, received reasonably equivalent value for the Stock, (iii) the Company on or after the Closing Date (A) is not about to engage in a business or transaction for which the assets of the Company are unreasonably small in relation to such business or transaction, and(B) will not incur debts and obligations beyond the ability of the Company to pay such debts and obligations as they become due, and (iv) neither the Company nor the Purchaser will be rendered insolvent by the consummation of the transactions contemplated by this Agreement. Notwithstanding any contrary provision contained in this Agreement or any Ancillary Documents, this representation shall survive for the statute of limitations period applicable to fraudulent transfers and conveyances applicable under Minnesota law or any Applicable Law of the jurisdiction in which such claim is or may be brought, whichever last expires.
Solvency and Fraudulent Conveyance. The Company is and, upon the incurrence of any Credit Extension by the Company on any date on which this representation and warranty is made, will be, Solvent. The Company is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. The Company shall not use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. The Company has given fair consideration and reasonably equivalent value in exchange for the sale of the Underlying Receivables by Bluestem under the Receivables Purchase Agreement.
Solvency and Fraudulent Conveyance. The Borrower is and, upon the incurrence of any Credit Extension by the Borrower on the Closing Date, will be, Solvent. Neither the Borrower nor CPS is transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. Neither the Borrower nor CPS shall use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. The Borrower has given fair consideration and reasonably equivalent value in exchange for the purchase of the Receivables under the Purchase Agreement.
Solvency and Fraudulent Conveyance. The Borrower is and, upon the incurrence of any Credit Extension by the Borrower on any date on which this representation and warranty is made, shall be, Solvent. The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Receivables under the Receivables Purchase Agreement.
