Common use of Fraudulent Conveyance Clause in Contracts

Fraudulent Conveyance. Borrower (a) has not entered into the transactions contemplated by this Agreement or any other Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will immediately following the execution and delivery of the Loan Documents and the advance of the proceeds thereof, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or contingent liabilities. Borrower's assets do not, and immediately following the execution and delivery of the Loan Documents and the advance of the proceeds thereof, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Borrower (ai) has not entered into the transactions contemplated by this Agreement or any other Loan Document with the actual intent to hinder, delay, or defraud any creditor creditor, and (bii) has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will will, immediately following the execution and delivery of the Loan Documents and the advance of the Loan proceeds thereofthereunder, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or and/or contingent liabilities. Borrower's assets do not, and and, immediately following the execution and delivery of the Loan Documents and the advance of the Loan proceeds thereofthereunder, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).. Section 3.28

Fraudulent Conveyance. Borrower Grantor represents and warrants as follows: (ai) it has not entered into this Mortgage or the other Loan Documents or the transactions contemplated by this Agreement hereby or any other Loan Document thereby with the actual intent to hinder, delay, or defraud any creditor creditor, and (bii) it has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement Mortgage and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the The fair salable saleable value of Borrower's the assets exceedsof Grantor is and will, and will immediately following the execution and delivery of the Loan Documents this Mortgage and the advance of the proceeds thereofother Loan Documents, exceed, Borrowerbe greater than Grantor's total probable liabilities, including, without limitation, including the maximum amount of its subordinatedthe contingent liabilities of Grantor or their debts as such debts become absolute and matured. The assets of Grantor do not and, unliquidated, disputed or contingent liabilities. Borrower's assets do not, and immediately following follow- ing the execution and delivery of this Mortgage and the other Loan Documents and the advance of the proceeds thereof, will not, constitute unreasonably small capital to carry out its the business of Grantor as conducted or as proposed to be conducted. Borrower Grantor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of BorrowerGrantor).. (p)

Fraudulent Conveyance. Borrower (a) has not entered into the transactions contemplated by this Agreement or any and the other Loan Document Documents with the actual intent to hinder, delay, impede or defraud any creditor and (b) has received reasonably equivalent value in exchange for its respective obligations under this Agreement, the Note, this Agreement the Mortgage and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will will, immediately following the execution and delivery of the Loan Documents and the each advance of the proceeds thereof, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or contingent liabilities. Borrower's assets do notnot and, and immediately following the execution and delivery of the Loan Documents and the each advance of the proceeds thereof, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Borrower (a) has not entered into the transactions contemplated by this Agreement Transaction or any other of the Loan Document Documents with the actual intent to hinder, delay, delay or defraud any creditor and (b) creditor. Borrower has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to On the transactions contemplated by the Loan DocumentsClosing Date, the fair salable value of Borrower's ’s aggregate assets exceedsis and will, and will immediately following the execution and delivery making of the Loan Documents and the advance use and disbursement of the proceeds thereof, exceed, be greater than Borrower's total ’s probable liabilities, including, without limitation, the maximum amount of its aggregate liabilities (including subordinated, unliquidated, disputed or contingent liabilitiesand Contingent Obligations and, in the case of Borrower, taking into account Borrower’s right of contribution from Borrower, as set forth in Section 9.31). Borrower's ’s aggregate assets do notnot and, and immediately following the execution and delivery making of the Loan Documents and the advance use and disbursement of the proceeds thereof, thereof will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities including Contingent Obligations and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Subject to the terms and conditions of Section 17.19 hereof, Borrower (a) has not entered into the transactions contemplated by this Agreement Loan or any other Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to the transactions contemplated Loan, the fair Confidential Treatment Requested by Retail Value Inc. RVI-210. Pursuant to 17 C.F.R. Section 200.83. saleable value of Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, the exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair salable saleable value of Borrower's ’s assets exceedsis and will, immediately following the execution and will delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents and the advance of the proceeds thereof, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or contingent liabilities. Borrower's assets do not, and immediately following the execution and delivery of the Loan Documents and the advance of the proceeds thereof, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Borrower (a) has not entered into the transactions contemplated by this Agreement or any other Loan Document with the actual intent to hinder, delay, or defraud any creditor creditor, and (b) has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will will, immediately following the execution and delivery of the Loan Documents and the advance of the Loan proceeds thereofthereunder, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or and/or contingent liabilities. Borrower's assets do not, and and, immediately following the execution and delivery of the Loan Documents and the advance of the Loan proceeds thereofthereunder, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Borrower (a) has not entered into the transactions contemplated by this Agreement or any and the other Loan Document Documents with the actual intent to hinder, delay, impede or defraud any creditor and (b) has received reasonably equivalent value in exchange for its respective obligations under this Agreement, the Note, this Agreement Note and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will will, immediately following the execution and delivery of the Loan Documents and the each advance of the proceeds thereof, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or contingent liabilities. Borrower's assets do notnot and, and immediately following the execution and delivery of the Loan Documents and the each advance of the proceeds thereof, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Borrower (ai) has not entered into the transactions contemplated by this Agreement or any other Loan Document with the actual intent to hinder, delay, or defraud any creditor creditor, and (bii) has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will will, immediately following the execution and delivery of the Loan Documents and the advance of the Loan proceeds thereofthereunder, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or and/or contingent liabilities. Borrower's assets do not, and and, immediately following the execution and delivery of the Loan Documents and the advance of the Loan proceeds thereofthereunder, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Fraudulent Conveyance. Borrower (a) has not entered into the transactions contemplated by this Agreement agreement or any other Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Note, this Agreement and the other Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of Borrower's assets exceeds, and will immediately following the execution and delivery of the Loan Documents and the advance of the proceeds thereof, exceed, Borrower's total probable liabilities, including, without limitation, the maximum amount of its subordinated, unliquidated, disputed or contingent liabilities. Borrower's assets do not, and immediately following the execution and delivery of the Loan Documents and the advance of the proceeds thereof, will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts and liabilities as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).