Applicable Bankruptcy Principles Sample Clauses

Applicable Bankruptcy Principles. [A] Unenforceability of Ipso Facto Clauses In general, a clause that purports to terminate the agreement or otherwise change a party’s rights automatically upon the filing of a bankruptcy petition (called an “ipso facto” clause) is not enforceable pursuant to section 365(e)(1) of the U.S. Bankruptcy Code.42 A license agreement could, however, contain a valid right to terminate prior to bankruptcy based on likely bankruptcy precursors such as perfor- xxxxx or payment delays or poor financial results.
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Applicable Bankruptcy Principles. [A] Unenforceability of Ipso Facto Clauses In general, a clause that purports to terminate the agreement or otherwise change a party’s rights automatically upon the filing of a bankruptcy petition (called an “ipso facto” clause) is not enforceable pursuant to section 365(e)(1) of the U.S. Bankruptcy Code.45 A license agreement could, however, contain a valid right to terminate prior to bankruptcy based on likely bankruptcy precursors such as perfor- xxxxx or payment delays or poor financial results. [B] Assignment and Assumption of Executory Contracts Under section 365 of the Bankruptcy Code, the trustee or debtor-in- possession has the right to either assume or reject any executory contract. A contract is generally found to be executory if both parties have material obligations still to be performed, and as a practical matter, most (but not necessarily all) licenses will be considered executory. Upon assumption, a trustee or debtor-in-possession has the further right to choose retaining the contract or assigning it to a third party for value (regardless of any anti-assignment provision in the contract).
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Related to Applicable Bankruptcy Principles

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Definitions Principles of Construction Section 1.1. Definitions 1 Section 1.2. Principles of Construction 16

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • General Interpretive Principles For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (c) references herein to "Articles", "Sections", "Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

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  • Definitions and Principles of Construction Section 1.1 Defined Terms 1 Section 1.2 Principles of Constructions 1

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Definitions and Principles of Interpretation The following definitions in clause 1.1 shall be replaced as follows:

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