Bankruptcy and Insolvency Matters. No action or proceeding has been commenced or filed by or against the Buyer which seeks or may lead to bankruptcy or any other similar proceeding in respect of the Buyer. No such action or proceeding has been authorized or is being considered by or on behalf of the Buyer and no creditor or equity security holder of the Buyer has, to the knowledge of the Buyer, threatened to commence or advise that it may commence, any such action or proceeding;
Bankruptcy and Insolvency Matters. (a) Company and each Seller Subsidiary shall commence the Chapter 11 Case, file the U.S. Sale Motion, the Bid Procedures Motion, commence the Cayman Insolvency Case and file the Cayman Sale Motion no later than January 4, 2012;
(b) Following the commencement of the Chapter 11 Case, the Company shall continue to operate its business and manage its assets as debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.
(c) The Company and the Seller Subsidiaries agree that they shall not file any motion in the Chapter 11 Case or the Cayman Insolvency Case that is not (i) provided to Purchaser before filing and (ii) reasonably acceptable in form and substance to Purchaser.
(d) If the US Sale Order, Bid Procedures Order, Cayman Sale Order or any other Orders of the Bankruptcy Court or Cayman Court relating to this Agreement are appealed by any Person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument are filed with respect to any such Order), the Company and each Seller Subsidiary shall diligently defend against such appeal, petition or motion and shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion; provided that the Company consult with Purchaser at Purchaser’s reasonable request regarding the status of any such Actions.
(e) The Company and each Seller Subsidiary further covenant and agree that, after the Closing, the terms of any plan it submits to the Bankruptcy Court, the Cayman Court or any other court for confirmation shall not conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement, or in any way prevent or interfere with the consummation or performance of the Contemplated Transactions, including, any transaction contemplated by or approved pursuant to the Sale Orders.
(f) The Parties shall reasonably cooperate with one another, and use their respective reasonable best efforts, to cause the entry of the Bid Procedures Order, the US Sale Order and the Cayman Sale Order on or prior to the dates specified in Section 2.3(f).
(g) The Company shall pay all Cure Costs associated with the Seller Contracts, subject to any reduction agreed to by the Parties or by order of the Bankruptcy Court, as and when provided for in the Sale Motion and the Sale Order.
Bankruptcy and Insolvency Matters. No action or proceeding has been commenced or filed by or against Pengrowth which seeks or could reasonably be expected to lead to: (i) receivership, bankruptcy, a commercial proposal or similar proceeding of Pengrowth; (ii) the adjustment or compromise of claims against Pengrowth; or (iii) the appointment of a trustee, receiver, liquidator, custodian or other similar officer for Pengrowth or any portion of its assets, and no such action or proceeding has been authorized or is being considered by or on behalf of Pengrowth and no creditor or securityholder has threatened to commence or advised that it may commence, any such action or proceeding; and Pengrowth has not made, or is considering making, an assignment for the benefit of its creditors.
Bankruptcy and Insolvency Matters. Seller is not Bankrupt and there are no proceedings pending or being contemplated by it or, to the best of Seller’s Knowledge, threatened against it, in each case, which could reasonably be expected to result in it being or, after giving effect to the consummation of the Transactions, becoming Bankrupt. After giving effect to the consummation of the Transactions, the fair value of the assets of Seller exceed its liabilities and the capital of Seller will not be impaired.
Bankruptcy and Insolvency Matters. No action or proceeding has been commenced or filed by or against BVT which seeks or may lead to receivership, bankruptcy, a consumer proposal or any other similar proceeding in respect of BVT, the adjustment, compromise or composition of claims against BVT or the appointment of a trustee, receiver, liquidator, custodian, or other similar officer for BVT of any portion of its assets. No such action or proceeding has been authorized or is being considered by or on behalf of BVT and, to the knowledge of BVT, no creditor or equity security holder of BVT has threatened to commence or advised that it may commence, any such action or proceeding. BVT has not made nor is it considering making an assignment for the benefit of its creditors, and it has not requested nor is it considering requesting a meeting of its creditors to seek a reduction, compromise, composition, or other accommodation with respect to its indebtedness.
Bankruptcy and Insolvency Matters. (a) No action or proceeding has been commenced or filed by or against Profound or which seeks or may lead to receivership, bankruptcy, a commercial proposal or similar proceeding of Profound, the adjustment or compromise of claims against it or the appointment of a trustee, receiver, liquidator, custodian or other similar officer for Profound or any portion of its assets. No such action or proceeding has been authorized or is being considered by or on behalf of Profound and no creditor or equity securityholder of Profound has threatened to commence or advised that it may commence, any such action or proceeding.
(b) Profound has not made, nor is it considering making, an assignment for the benefit of its creditors, and has not requested, nor is it considering requesting, a meeting of its creditors to seek a reduction, compromise, composition or other accommodation with respect to its indebtedness.
Bankruptcy and Insolvency Matters. No action or proceeding has been commenced or filed by or against UQ or which seek or may lead to receivership, bankruptcy, a consumer proposal or any other similar proceeding in respect of UQ, the adjustment, compromise or composition of claims against UQ or the appointment of a trustee, receiver, liquidator, custodian, or other similar officer for UQ of any portion of its assets. No such action or proceeding has been authorized or is being considered by or on behalf of UQ and, to the knowledge of UQ, no creditor or equity security holder of UQ has threatened to commence or advised that it may commence, any such action or proceeding. UQ has not made nor is considering making an assignment for the benefit of its creditors, and it has not requested nor is considering requesting a meeting of its creditors to seek a reduction, compromise, composition, or other accommodation with respect to its indebtedness.
Bankruptcy and Insolvency Matters. To the knowledge of Target: (i) no action or proceeding has been commenced or filed by or against Target which seeks or may lead to: (A) receivership, bankruptcy, a commercial proposal or similar proceeding of Target; (B) the adjustment or compromise of claims against Target; or (C) the appointment of a trustee, receiver, liquidator, custodian or other similar officer for Target, and no such action or proceeding has been authorized or is being considered by or on behalf of Target and no creditor or securityholder of Target has threatened to commence or advised that it may commence, any such action or proceeding; and (ii) Target has not: (A) made, and is not considering making, an assignment for the benefit of its creditors; and
Bankruptcy and Insolvency Matters. No action or proceeding has been commenced or filed by or against Match or which seek or may lead to receivership, bankruptcy, a consumer proposal or any other similar proceeding in respect of Match, the adjustment, compromise or composition of claims against Match or the appointment of a trustee, receiver, liquidator, custodian, or other similar officer for Match of any portion of the Match Assets. No such action or proceeding has been authorized or is being considered by or on behalf of Match and, to the knowledge of Match, no creditor or equity security holder of Match has threatened to commence or advise that it may commence, any such action or proceeding. Match has not made nor is IT considering making an assignment for the benefit of its creditors, and it has not requested nor is IT considering requesting a meeting of its creditors to seek a reduction, compromise, composition, or other accommodation with respect to its indebtedness.
Bankruptcy and Insolvency Matters. No action or proceeding has been commenced or filed by or against Loc8 or which seek or may lead to receivership, bankruptcy, a consumer proposal or any other similar proceeding in respect of Loc8, the adjustment, compromise or composition of claims against Loc8 or the appointment of a trustee, receiver, liquidator, custodian, or other similar officer for Loc8 of any portion of the Loc8 Assets. No such action or proceeding has been authorized or is being considered by or on behalf of Loc8 and no creditor or equity security holder of Loc8 has threatened to commence or advise that it may commence, any such action or proceeding. Loc8 has not made nor is considering making an assignment for the benefit of its creditors, and it has not requested nor is considering requesting a meeting of its creditors to seek a reduction, compromise, composition, or other accommodation with respect to its indebtedness.
