Fraudulent Conveyances. Borrower (a) has not entered into this Agreement or any of the other Loan Documents 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 Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair saleable value of Borrower’s assets exceeds and will, immediately following the execution and 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 mature. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents 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 as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).
Fraudulent Conveyances. Borrower has not entered into any agreements, transactions or series of transactions with the intent to hinder, delay, or defraud any creditor, and Borrower has not entered into any agreements, transactions or series of transactions (except in connection with a corporate merger or reorganization involving entities which both prior to and following such merger or reorganization were Affiliates of Borrower) other than for valid consideration of reasonably equivalent value in exchange for its obligations thereunder.
Fraudulent Conveyances. Each Guarantor, and, by its acceptance of any Note, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Notwithstanding anything to the contrary in the Indenture or the Notes, references in the Indenture or the Notes to Section 12.04 of the Base Indenture shall, for purposes of the Notes, be read as references to this Section 9.05.
Fraudulent Conveyances. Notwithstanding any contrary provision, each Debtor agrees that if, but for the application of this paragraph, any of the Senior Secured Obligations or Collateral Agent’s security interest would constitute a preferential transfer under 11 U.S.C. § 547, a fraudulent conveyance under 11 U.S.C. § 548, or a fraudulent conveyance or transfer under any state fraudulent conveyance, fraudulent transfer, or similar laws in effect from time to time (each a “fraudulent conveyance”), then the Senior Secured Obligations and such security interest remains enforceable to the maximum extent possible without causing any of the Senior Secured Obligations or the security interest to be a fraudulent conveyance, and this Agreement is automatically amended to carry out the intent of this paragraph.
Fraudulent Conveyances. Borrower (a) has not entered into this Agreement or any of the other Loan Documents 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 Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair saleable value of Borrower's assets exceeds and will, immediately following the execution and delivery of the Loan Documents and acquisition of the Mortgaged Property, be greater than Borrower's probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and mature. Borrower's assets do not and, immediately following the execution and delivery of the Loan Documents and acquisition of the Mortgaged Property 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 as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).
Fraudulent Conveyances. Notwithstanding anything to the contrary herein, it is intended that this Guaranty and any liens and security interests granted by Guarantor to secure this Guaranty shall not constitute a "Fraudulent Conveyance" (as defined below). Consequently, Guarantor agrees that if the Guaranty or any liens or security interexxx xxxxxing this Guaranty would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at such time. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance or fraudulent transfer under 11 U.S.C. Section.548 or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer or similar law of any state, nation or other governmental authority as in effect from time to time.
Fraudulent Conveyances. Borrower (a) has not entered into this Agreement or any of the other Loan Documents 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 Loan
Fraudulent Conveyances. Borrower conceals, removes or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or permits a transfer of any of its property which transfer is fraudulent under any bankruptcy, fraudulent conveyance or similar law; or
Fraudulent Conveyances. Notwithstanding any provision of any of the Security Documents to the contrary, it is intended that the Security Documents, and any interests, liens and security interests granted as security by the Security Documents, not constitute a Fraudulent Conveyance (as defined below) in the event that the Security Documents or such interest is subject to the United States Bankruptcy Code (the "Bankruptcy Code") or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state or jurisdiction. Consequently, the Parties agree that if the Security Documents, or any such interests, liens or security interests securing the Security Documents, would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Security Documents and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause the Security Documents or such interest, lien or security interest to constitute a Fraudulent Conveyance, and the Security Documents shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state or jurisdiction, as in effect from time to time.
Fraudulent Conveyances. On the Closing Date, after giving effect to the incurrence of the initial Credit Extension hereunder and the execution and delivery by the Guarantors of the Guarantees, Holdings and its Subsidiaries, Intermediate Holdings and its Subsidiaries and the Company and the Restricted Subsidiaries, in each case taken as a whole, are Solvent.
