Self Heating and Cooling, Inc., Transferee - Page 18

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          delay or defraud” the State taxing authorities of Pennsylvania              
          and Ohio.                                                                   
          Defenses to a Finding of Fraudulent Transfer                                
               Despite a finding that a conveyance is fraudulent under                
          PUFTA, relief is denied as against a transferee who can show that           
          the transfer was made in “good faith” and for “reasonably                   
          equivalent value”.  The exception provides in pertinent part:               
               Sec. 5108.  Defenses, liability and protection of                      
                    (a) Certain transfers or obligations not                          
               fraudulent.--A transfer or obligation is not fraudulent                
               under section 5104(a)(1) (relating to transfers                        
               fraudulent as to present and future creditors) against                 
               a person who took in good faith and for a reasonably                   
               equivalent value or against any subsequent transferee                  
               or obligee.  [12 Pa. Cons. Stat. Ann. sec. 5108(a)                     
               (West 1999).]                                                          
          “The person who invokes this defense carries the burden of                  
          establishing good faith and the reasonable equivalence of the               
          consideration exchanged.”  12 Pa. Cons. Stat. Ann. sec. 5108,               
          cmt. 1 (West 1999) (citing Chorost v. Grand Rapids Factory                  
          Showrooms, Inc., 77 F. Supp. 276, 280 (D.N.J. 1948), affd. 172              
          F.2d 327, 329 (3d Cir. 1949)).                                              
               The committee comment to PUFTA section 5108 aids in defining           
          the term “good faith”:                                                      
                    (6)  As used in this section, “good faith” means                  
               that the transferee or obligee acted without actual                    
               fraudulent intent and that the transferee or obligee                   
               did not collude with the debtor or otherwise actively                  
               participate in the fraudulent scheme of the debtor.  A                 
               transferee’s or obligee’s knowledge of a transferor’s                  

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