Common use of Solvency; Fraudulent Conveyance Clause in Contracts

Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither the Seller nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor upon the sale of the Certificates to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s or the Depositor’s creditors.

Appears in 6 contracts

Samples: Insurance Agreement (Mortgage Pass-Through Certificates Ser 2003-18xs), Insurance Agreement (Structured Asset Sec Corp Mort Pas THR Certs Ser 2003 Bc8), Insurance Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2003-36xs)

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Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either the Seller or the Depositor intend to incur, incur or believe that it has incurred, debts beyond its ability to pay as they mature. Neither the Seller nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Seller and the Depositor upon the sale of the Certificates to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)

Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either the Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither the Seller nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Seller and the Depositor upon the sale of the Certificates to the Underwriter Underwriters constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the UnderwriterUnderwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 1999-Bc1)

Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither the Seller nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor upon the sale of the Certificates to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Amortizing Residential Collateral Trust, Series 2004-1)

Solvency; Fraudulent Conveyance. The Seller and the Depositor are is solvent and will not be rendered insolvent by the transactions contemplated by the Transaction Documents and, after giving effect to the Transactionsuch transactions, neither the Seller nor the Depositor will not be left with an unreasonably small amount of capital with which to engage in its business, nor . The Seller does either Seller or the Depositor not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Neither the The Seller nor the Depositor contemplates does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor Seller upon the sale of the Certificates to the Underwriter Underwriters, together with the value of the Certificates and Class C Certificate retained by the Seller or its Subsidiaries, constitutes reasonably equivalent value and fair consideration for the interest in Loans transferred to the Mortgage Loans evidenced by the CertificatesIssuer. The Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not Issuer or selling the Certificates to the UnderwriterUnderwriters, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance and Indemnity Agreement (Conseco Finance Corp)

Solvency; Fraudulent Conveyance. The Seller Each of the Transferor and the Depositor are Originator is solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller Transferor nor the Depositor Originator will be left with an unreasonably small amount of capital with which to engage in its business, nor does either Seller or the Depositor Transferor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither the Seller Transferor nor the Depositor Originator contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or Transferor, the Depositor Originator or any of its or their respective assets. The amount of consideration being received by the Depositor Originator upon the sale transfer of the Certificates Receivables to the Underwriter Transferor constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced Receivables. The amount of consideration being received by the Certificates. The Seller is not transferring Transferor upon the Mortgage Loans to sale of the Depositor, the Depositor is not transferring the Mortgage Loans Receivables to the Trust constitutes reasonably equivalent value and fair consideration for the Depositor Receivables. Neither the Originator nor the Transferor is not selling transferring the Certificates to the UnderwriterReceivables, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s or the Depositor’s their respective creditors.. (n)

Appears in 1 contract

Samples: Insurance and Indemnity Agreement (Stage Stores Inc)

Solvency; Fraudulent Conveyance. The Each Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller Sellers nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither of the Seller Sellers nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the either Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor upon the sale of the Certificates to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The Each Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s Sellers' or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Structured Asset Sec Corp Mmort Pass THR Cert Ser 2001-13)

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Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either the Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither of the Seller nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor upon the sale of the Certificates to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Structured Asset Securities Corp Mort Pass THR Cert Ser 01 1)

Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither the Seller nor the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either the Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither of the Seller nor the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor upon the sale of the Certificates to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Loans evidenced by the Certificates. The transferring the Mortgage Loans to the Seller, the Seller is not transferring the Mortgage Loans to the Depositor, the Depositor is not transferring the Mortgage Loans to the Trust and the Depositor is not selling the Certificates to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 1999 1)

Solvency; Fraudulent Conveyance. The Seller and the Depositor are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, neither none of the Seller nor or the Depositor will be left with an unreasonably small amount of capital with which to engage in its business, nor does either the Seller or the Depositor intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Neither None of the Seller nor or the Depositor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or the Depositor or any of its or their assets. The amount of consideration being received by the Depositor upon the sale of the Certificates Obligations to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Mortgage Home Loans evidenced by the CertificatesObligations. The Seller is not transferring the Mortgage Home Loans to the Depositor, the Depositor is not transferring the Mortgage Home Loans to the Trust and the Depositor is not selling the Certificates Obligations to the any Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s 's or the Depositor’s 's creditors.

Appears in 1 contract

Samples: Insurance Agreement (Ace Securities Corp Home Loan Trust 1999 a Asset Backed Note)

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