Common use of Negative Covenant Clause in Contracts

Negative Covenant. Vendor Services (a) shall not engage in any transaction or series of transactions or otherwise take any action or omit to take any action which could result in a determination that Vendor Services shall have received less than reasonably equivalent value for the transfer and conveyance of the Leases and the other property described in Section 2.1(a) to Lease Finance either on the Closing Date or thereafter and (b) in any event, shall not use the proceeds received from the transfer and conveyance of the Leases and the other property described in Section 2.1(a) either on the Closing Date or thereafter (i) to pay any dividend or make any distribution on or in respect of its capital stock or (ii) to purchase, redeem or otherwise acquire or retire for value any of its capital stock or the capital stock of any of its affiliates (other than any of its wholly owned subsidiaries), if, in the case of either (i) or (ii), at the time of any such action and after giving effect thereto (x) the present fair saleable value of the assets of Vendor Services is less than the amount that would be required to be paid on or in respect of Vendor Services's total liabilities (including a reasonable estimate of its contingent liabilities (net of tax benefits to the extent reasonably likely to be realized)), (y) the assets of Vendor Services constitute an unreasonably small capital to carry out Vendor Services's business as it is then conducted or as Vendor Services then intends to conduct its business or (z) Vendor Services has incurred, intends to incur, or believes that it will incur, debts that would be beyond Vendor Services's ability to pay as they mature.

Negative Covenant. Vendor Services TCC and the Sellers (a) shall not engage in any transaction or series of transactions or otherwise take any action or omit to take any action which could result in a determination that Vendor Services any Seller shall have received less than reasonably equivalent value for the transfer and conveyance of the Leases Contracts and the other property described in Section 2.1(a2.1(b) to Lease Finance Antigua either on the Closing Date or thereafter and (b) in any event, shall not use the proceeds received from the transfer and conveyance of the Leases Contracts and the other property described in Section 2.1(a2.1(b) either on the Closing Date or thereafter (i) to pay any dividend or make any distribution on or in respect of its capital stock or (ii) to purchase, redeem or otherwise acquire or retire for value any of its capital stock or the capital stock of any of its affiliates (other than any of its wholly owned subsidiariessubsidiaries or a corporation which by virtue thereof would become a wholly owned subsidiary of the Seller), if, in the case of either (i) or (ii), at the time of any such action and after giving effect thereto (x) the present fair saleable value of the assets of Vendor Services such Seller or TCC is less than the amount that would be required to be paid on or in respect of Vendor Servicessuch Seller's or TCC's total liabilities (including a reasonable estimate of its contingent liabilities (net of tax benefits to the extent reasonably likely to be realized)), (y) the assets of Vendor Services such Seller or TCC constitute an unreasonably small capital to carry out Vendor Servicessuch Seller's or TCC's business as it is then conducted or as Vendor Services such Seller or TCC then intends to conduct its business or (z) Vendor Services such Seller or TCC has incurred, intends to incur, or believes that it will incur, debts that would be beyond Vendor Servicessuch Seller's or TCC's ability to pay as they mature.

Negative Covenant. Vendor Services (a) shall not engage in any transaction or series of transactions or otherwise take any action or omit to take any action which could result in a determination that Vendor Services shall have received less than reasonably equivalent value for the transfer and conveyance of the Leases and the other property described in Section 2.1(a2.1(b) to Lease Finance either on the Closing Date or thereafter and (b) in any event, shall not use the proceeds received from the transfer and conveyance of the Leases and the other property described in Section 2.1(a2.1(b) either on the Closing Date or thereafter (i) to pay any dividend or make any distribution on or in respect of its capital stock or (ii) to purchase, redeem or otherwise acquire or retire for value any of its capital stock or the capital stock of any of its affiliates (other than any of its wholly owned subsidiaries), if, in the case of either (i) or (ii), at the time of any such action and after giving effect thereto (x) the present fair saleable value of the assets of Vendor Services is less than the amount that would be required to be paid on or in respect of Vendor Services's total liabilities (including a reasonable estimate of its contingent liabilities (net of tax benefits to the extent reasonably likely to be realized)), (y) the assets of Vendor Services constitute an unreasonably small capital to carry out Vendor Services's business as it is then conducted or as Vendor Services then intends to conduct its business or (z) Vendor Services has incurred, intends to incur, or believes that it will incur, debts that would be beyond Vendor Services's ability to pay as they mature.

Negative Covenant. Vendor Services The Seller (a) shall not engage in any ----------------- transaction or series of transactions or otherwise take any action or omit to take any action which could result in a determination that Vendor Services the Seller shall have received less than reasonably equivalent value for the transfer and conveyance of the Leases Contracts and the other property described in Section 2.1(a) to Lease Finance the Purchaser either on the Closing Date or thereafter and (b) in any event, shall not use the proceeds received from the transfer and conveyance of the Leases Contracts and the other property described in Section 2.1(a) either on the Closing Date or thereafter (i) to pay any dividend or make any distribution on or in respect of its capital stock or (ii) to purchase, redeem or otherwise acquire or retire for value any of its capital stock or the capital stock of any of its affiliates (other than any of its wholly owned subsidiaries), if, in the case of either (i) or (ii), at the time of any such action and after giving effect thereto (x) the present fair saleable value of the assets of Vendor Services the Seller is less than the amount that would be required to be paid on or in respect of Vendor Servicesthe Seller's total liabilities (including a reasonable estimate of its contingent liabilities (net of tax benefits to the extent reasonably likely to be realized)), (y) the assets of Vendor Services the Seller constitute an unreasonably small capital to carry out Vendor Servicesthe Seller's business as it is then conducted or as Vendor Services the Seller then intends to conduct its business or (z) Vendor Services the Seller has incurred, intends to incur, or believes that it will incur, debts that would be beyond Vendor Servicesthe Seller's ability to pay as they mature.