Common use of Asset Dispositions in an Insolvency or Liquidation Proceeding Clause in Contracts

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Notes Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent and each other Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

Appears in 6 contracts

Samples: Intercreditor Agreement (Tops Markets Ii Corp), Intercreditor Agreement (Tops Holding Corp), Intercreditor Agreement (Tops PT, LLC)

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Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b3.01(b), neither the Notes Agent First Lien Agents nor any other Note First Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent First Lien Agents and each other Note First Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations Obligations, the Notes Agent First Lien Agents shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

Appears in 5 contracts

Samples: Intercreditor Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc), Intercreditor Agreement (Claires Stores Inc)

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Notes Agent nor any other Note Notes Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent and each other Note Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Exide Technologies)

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the other ABL Claimholders’ rights under Section 3.1(b), neither none of the Notes Agent nor any other Note Notes Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the each Notes Agent and each other Note Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Obligations, each Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Horizon Lines, Inc.)

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Notes Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition Disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent and each other Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Claiborne Liz Inc)

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Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Notes Agent First Lien Agents nor any other Note First Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent First Lien Agents and each other Note First Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations Obligations, the Notes Agent First Lien Agents shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Claires Stores Inc)

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Bank Agent’s and the ABL Bank Claimholders’ rights under Section 3.1(b), neither the Notes Note Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Bank Priority Collateral that is supported by the ABL Bank Claimholders, and the Notes Note Agent and each other Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under applicable Bankruptcy Laws (including but not limited to Section 363 of the US Bankruptcy Code Code) (and otherwise) to any sale of any ABL Bank Priority Collateral supported by the ABL Bank Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Bank Obligations the Notes Note Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement

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