Common use of Bankruptcy and Insolvency Exception Clause in Contracts

Bankruptcy and Insolvency Exception. Each of our opinions as to the validity, binding effect or enforceability of any of the Transaction Agreements or to the availability of injunctive relief and other equitable remedies (“Specified Opinions”) is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws. This exception includes: a. the Federal Bankruptcy Code and thus comprehends, among others, matters of turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed; b. all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors; c. state fraudulent transfer and conveyance laws; and d. judicially developed doctrines in this area, such as substantive consolidation of entities and equitable subordination.

Bankruptcy and Insolvency Exception. Each of the opinions (“our opinions as to opinions”) in our letter regarding the validity, binding effect or and enforceability of any of the Transaction Agreements Operative Document or to the availability of injunctive relief and other equitable remedies (the “Specified Opinions”) is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar lawslaws affecting creditors’ rights generally. This exception includes: a. (a) the Federal Bankruptcy Code and thus comprehends, among others, matters of turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed; b. (b) all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors; c. (c) state fraudulent transfer and conveyance laws; and d. (d) judicially developed doctrines in this area, such as substantive consolidation of entities and equitable subordination.