Common use of Nonavoidability of Transfers Clause in Contracts

Nonavoidability of Transfers. The Seller shall (A) have received each Contributed Receivable as a contribution to the capital of the Seller by Synnex and (B) (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the applicable Transfer Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Sale of a Sold Receivable effected pursuant to the terms of a Transfer Agreement shall not have been made for or on account of an antecedent debt owed by the applicable Originator to the Seller and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.

Nonavoidability of Transfers. The Seller Borrower shall (A) have received each Contributed Receivable as a contribution to the capital of the Seller Borrower by Synnex the Member and (B) (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the applicable Transfer Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. Each Sale of a Sold Receivable effected pursuant to the terms of a Transfer the Sale Agreement shall not have been made for or on account of an antecedent debt owed by the applicable any Originator to the Seller Borrower and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.