Fair Consideration. The consideration received by the Company upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value of the Mortgage Loans.
Fair Consideration. The Guarantors represent that the Guarantors are engaged in common business enterprises related to those of the Borrower and each Guarantor will derive substantial direct or indirect economic benefit from the effectiveness and existence of the Credit Agreement.
Fair Consideration. The consideration to be received by Seller upon the sale of the Loans under this Agreement constitutes fair consideration and reasonably equivalent value therefor.
Fair Consideration. The aggregate consideration received by the Depositor pursuant to this Agreement is fair consideration having reasonably equivalent value to the value of the Aggregate Receivables and the performance of the Depositor’s obligations hereunder.
Fair Consideration. The parties acknowledge and agree that the consideration provided for in this Article IV represents fair consideration and reasonable equivalent value for the sale and transfer of the Acquired Assets and the transactions, covenants, and agreements set forth in this Agreement, which consideration was agreed upon as the result of arm's length good-faith negotiations between the parties and their respective representatives.
Fair Consideration. The consideration received by the Seller, in exchange for the contribution and transfer of the Leases, the grant of the security interest in the interests of the Seller in the Equipment and the assignment and contribution of the covenants, representations, warranties and obligations of the Originator (including the Originator's Purchase Obligation) under this Assignment and Servicing Agreement, is fair consideration having value equivalent to or in excess of the value of the assets being contributed by the Seller.
Fair Consideration. The consideration received by the Originator, in exchange for the contribution and transfer of the Leases and Equipment pursuant to this Agreement, is fair consideration having value equivalent to or in excess of the value of the assets being contributed by the Originator.
Fair Consideration. The consideration received by VFCC as set forth herein is fair consideration having value reasonably equivalent to or in excess of the value of the Conveyed Assets conveyed by it and the performance of VFCC's obligations hereunder; and
Fair Consideration. The Loan Parties and their respective Subsidiaries, taken as a whole (for purposes of this Section 5.16, the “Group”), are not “insolvent” nor will their incurrence of obligations, direct or contingent, to repay the Loan render them “insolvent.” For purposes of this Section, the Group, taken as a whole, would be “insolvent” if (a) the “present fair salable value” (as defined below) of the consolidated assets of the Group is less than the amount that will be required to pay the Group’s probable liability on the existing debts and other liabilities (including contingent liabilities) of members of the Group as they become absolute and matured; (b) the property of the Group, taken as a whole, constitutes unreasonably small capital for the members of the Group to carry out each member’s business as now conducted and as proposed to be conducted including the capital needs of such member; (c) the Group, taken as a whole, intends to, or believes that it will, incur debts beyond the ability of the members to pay such debts as they mature (taking into account the timing and amounts of cash to be received by the members and amounts to be payable on or in respect of debt of the members), or the cash available to the Group, after taking into account all anticipated uses of the cash, is anticipated to be insufficient to pay all such amounts on or in respect of debt of the members of the Group when such amounts are required to be paid; or (d) Issuers believe that final judgments against any member of the Group in actions for money damages will be rendered at a time when, or in an amount such that, the applicable member(s) of the Group will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum reasonable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered), or the cash available to the Group, after taking into account all anticipated uses of the cash, is anticipated to be insufficient to pay all such judgments promptly in accordance with their terms. For purposes of this Section, the following terms have the following meanings: (x) the term “debts” includes any legal liability, whether matured or unmatured, liquidated, absolute, fixed or contingent, (y) the term “present fair salable value” of assets means the amount which may be realized, within a reasonable time, either through collection or sale of such assets at their regular market value and ...
Fair Consideration. All payments made by Borrower to Bank under the Loan Documents and this Modification were and are for fair consideration and reasonably equivalent value.
