Common use of Due Consideration Clause in Contracts

Due Consideration. The sale of the Assets pursuant to this Agreement is not being made with the actual intent to hinder, delay or defraud any Person to which the Parent or the Company is indebted or any Person to which the Parent or the Company may become indebted. Each of the Parent and the Company has valid business reasons for selling the Assets. The Parent and the Company, after an auction process for the Company during which offering memoranda and due diligence materials were provided to potential buyers and bids were received, and such bids were compared and evaluated, have concluded that the Purchase Price constitutes reasonably equivalent value for the Assets. The Parent and the Company have delivered to the Buyer those resolutions of the Boards of Directors of the Parent and the Company that conclude that the Purchase Price constitutes reasonably equivalent value for the Assets. Neither the Parent nor the Company is engaged in business or a transaction, or is about to engage in business or a transaction, for which any property remaining with the Parent or the Company, as the case may be, is or will be unreasonably small capital, and neither the Parent nor the Company intends to incur, and has not incurred, debts beyond its ability to pay as they mature or as the Parent or the Company, as the case may be, expects to otherwise come due and payable. The Boards of Directors of the Parent and the Company have not authorized, and do not intend to authorize, any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, nor have the Boards of Directors authorized the officers of the Parent or the Company to take any action with respect to any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.

Due Consideration. The sale of the Acquired Assets pursuant to this Agreement is not being made with the actual intent to hinder, delay or defraud any Person to which the Parent whom any of Sellers or the Company is any of their respective Affiliates are indebted or any Person to which the Parent whom Sellers or the Company any of their respective Affiliates may become indebted. Each of the Parent and the Company has Sellers have valid business reasons for selling the Acquired Assets. The Parent and the CompanySellers, after an auction process for the Company Business during which offering information memoranda and due diligence materials were provided to potential buyers and bids were received, and such bids were compared and evaluated, have concluded that the Purchase Price constitutes reasonably equivalent value for the Acquired Assets. The Parent and the Company Sellers have delivered to the Buyer those Buyers resolutions of the Boards of Directors of the Parent and the Company Sellers that conclude that the Purchase Price constitutes reasonably equivalent value for the Acquired Assets. Neither the Parent nor the Company is Sellers are not engaged in a business or a transaction, or nor is about to engage in a business or a transaction, for which any property remaining with the Parent or the CompanySellers, as the case may be, is or will be unreasonably small capital, and neither the Parent nor the Company intends Sellers do not intend to incur, and has have not incurred, debts beyond its ability to pay as they mature or as the Parent or the Company, as the case may be, expects Sellers expect to otherwise come due and payable. The respective Boards of Directors of the Parent and the Company Sellers have not authorized, and do not intend to authorize, any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, nor have the Boards of Directors authorized the officers of the Parent or the Company Sellers to take any action with respect to any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.