Common use of Bankruptcy and Liquidation Clause in Contracts

Bankruptcy and Liquidation. In the event the Service Provider (1) makes an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment pf a custodian, receiver, or trustee for all or a substantial part of its assts; (2) commences any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction whether now or hereafter in effect; (3) has had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed for a period of sixty(60) days or more; (4) takes any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (5) permits any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more causing the Service Provider or any third party, including, without limitation, a trustee in bankruptcy, to be empowered under state or federal law to reject this Contract or any agreement supplementary hereto, the City shall have the following rights: (i) In the event of a rejection of this Contract or any agreement supplementary hereto, the City shall be permitted to retain and use any back-up or archival copies of the software licensed hereunder under this Agreement for the purpose of enabling it to mitigate damages caused to the City because of the rejection of this Contract. The City shall exert reasonable efforts to mitigate such damage by use of such back-up or archival copies. (ii) In the event of rejection of this Contract or any agreement supplementary hereto, the City may elect to retain its rights under this Contract or any agreement supplementary hereto as provided in Section 365(n) of the Bankruptcy Code. Upon written request of the City to, as applicable, the Service Provider or the bankruptcy trustee or receiver. The Service Provider or such bankruptcy trustee or receiver shall not interfere with the rights of the City as licensee as provided in this Contract or in any agreement supplementary hereto to obtain the Source Material(s) form the bankruptcy trustee and shall, if requested, cause a copy of such Source Material (s) to be available to the City. (iii) In the event of rejection of this Contract or any agreement supplementary hereto, the City may elect to retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its rights of setoff with respect to this Contract under the Bankruptcy Code or applicable non-bankruptcy law; or In the event of a rejection of this Contract or any agreement supplementary hereto, the City may retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its right under section 503(b) of the Bankruptcy Code.

Bankruptcy and Liquidation. In the event the Service Provider Supplier shall: (1) makes make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment pf of a custodian, receiver, or trustee for all or a substantial part of its asstsassets; (2) commences commence any case, proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction whether now or hereafter in effect; (3) has have had any such petition or application filed or any such case or proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed is not dismissed for a period of sixty(60sixty (60) days or more; (4) takes take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (5) permits permit any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more causing the Service Provider Supplier or any third party, including, without limitation, a trustee in bankruptcy, to be empowered under state or federal law to reject this Contract Agreement or any agreement supplementary hereto, the City Gap shall have the following rights: (i) A. In the event of a rejection of this Contract Agreement or any agreement supplementary hereto, the City Gap shall be permitted to retain and use any back-up or archival copies of the software licensed hereunder Intellectual Property under this Agreement for the purpose of enabling it to mitigate damages caused to the City Gap because of the rejection of this ContractAgreement. The City Gap shall exert reasonable efforts to mitigate such damage damages by use of such back-up or archival copies. (ii) B. In the event of a rejection of this Contract Agreement or any agreement supplementary hereto, the City Gap may elect to retain its rights under this Contract Agreement or any agreement supplementary hereto as provided in Section 365(n) of the Bankruptcy Code. Upon written request of the City Gap to, as applicable, the Service Provider Supplier or the bankruptcy trustee or receiver. The Service Provider , Supplier or such bankruptcy trustee or receiver shall not interfere with the rights of the City as licensee Gap as provided in this Contract Agreement or in any agreement supplementary hereto to obtain the Source Material(s) form from the bankruptcy trustee or from a third-party escrow agent and shall, if requested, cause a copy of such Source Material (sMaterial(s) to be available to the CityGap. (iii) In C. Supplier acknowledges and agrees that in the event of rejection Supplier’s bankruptcy: (1) any and all property belonging to Gap of this Contract any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data, and Gap Proprietary or any agreement supplementary heretoConfidential Information, the City may elect to retain its rights in Supplier’s possession or under this Contract or any agreement supplementary hereto as provided Supplier’s control shall not constitute part of Supplier’s estate in section 365(n) of the Bankruptcy Code without prejudice to any of its rights of setoff with respect to this Contract bankruptcy under the Bankruptcy Code or applicable non-bankruptcy law; or In the event of a rejection of this Contract or any agreement supplementary hereto, the City may retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its right under section 503(b) Section 541 of the Bankruptcy Code; and (2) in addition to any other rights and remedies of Gap as stated herein, to the maximum extent permitted by law, Gap will have the immediate right to retain and take possession for safekeeping any and all property belonging to Gap of any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data and Gap Proprietary or Confidential Information, in Supplier’s possession or under Supplier’s control until such time as the trustee or receiver in bankruptcy can provide Gap with adequate assurances and evidence to Gap that all of Gap’s property will be protected from sale, release, inspection, publication or inclusion in any publicly accessible record, document, material or filing. Supplier and Gap agree that without this material provision, Gap would not have entered into this Agreement.

Bankruptcy and Liquidation. In the event the Service Provider. (1) makes . Makes an assignment for the benefit of creditors, creditors or petition or apply to any tribunal for the appointment pf of a custodian, receiver, or trustee for all or a substantial part of its assts; (assets. 2) commences . Commences any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction jurisdiction, whether now or hereafter hereafter, in effect; (. 3) has had . Has any such petition or application filed been filed, or any such proceeding commenced against it in which an order for relief is entered entered, or an adjudication or appointment is made, and which remains undismissed active for a period of sixty(60sixty (60) days or more; (? 4) takes . Takes any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (, or; 5) permits . Permits any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60120) days or more more, causing the Service Provider or any third party, including, without limitation, a trustee in bankruptcy, to be empowered under state or federal law to reject this Contract or any agreement supplementary hereto, the City shall have the following thefollowing rights: (i) i. In the event of a rejection of this Contract or any agreement supplementary hereto, the City shall be permitted to retain and use any back-up backup or archival copies of the software licensed hereunder under this Agreement for the purpose of enabling to enable it to mitigate damages caused to the City because of the rejection of this Contract. The City shall exert reasonable efforts to mitigate such damage by use of such back-up backup or archival copies. (ii) . In the event of rejection of this Contract or any agreement supplementary hereto, the City may elect to retain its rights under this Contract or any agreement supplementary hereto as provided in Section 365(n) of the Bankruptcy Code. Upon written request of the City to, as applicable, the Service Provider or the bankruptcy trustee or receiver. The Service Provider or such bankruptcy trustee or receiver shall not interfere with the rights of the City as a licensee as provided in this Contract or in any agreement supplementary hereto to obtain the Source Material(s) form from the bankruptcy trustee and shall, shall if requested, cause a copy of such Source Material (s) to be available to the City. (iii) . In the event of rejection of this Contract or any agreement supplementary hereto, the City may elect to retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its rights of setoff with respect to concerning this Contract under the Bankruptcy Code or applicable non-bankruptcy law; or In the event of a rejection of this Contract or any agreement supplementary hereto, the City may retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its right under section 503(b) of the Bankruptcy Code.

Bankruptcy and Liquidation. In the event the Service Provider (1) makes an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment pf of a custodian, receiver, or trustee for all or a substantial part of its asstsassets; (2) commences any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction whether now or hereafter in effect; (3) has had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed for a period of sixty(60sixty (60) days or more; (4) takes any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (5) permits any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more causing the Service Provider or any third party, including, without limitation, a trustee in bankruptcy, to be empowered under state or federal law to reject this Contract or any agreement supplementary hereto, the City shall have the following rights: (i) In the event of a rejection of this Contract or any agreement supplementary hereto, the City shall be permitted to retain and use any back-up or archival copies of the software licensed hereunder under this Agreement for the purpose of enabling it to mitigate damages caused to the City because of the rejection of this Contract. The City shall exert reasonable efforts to mitigate such damage damages by use of such back-up or archival copies. (ii) In the event of rejection of this Contract or any agreement supplementary hereto, the City may elect to retain its rights under this Contract or any agreement supplementary hereto as provided in Section 365(n) of the Bankruptcy Code. Upon written request of the City to, as applicable, the Service Provider or the bankruptcy trustee or receiver. The Service Provider or such bankruptcy trustee or receiver shall not interfere with the rights of the City as licensee as provided in this Contract or in any agreement supplementary hereto to obtain the Source Material(s) form from the bankruptcy trustee and shall, if requested, cause a copy of such Source Material (sMaterial(s) to be available to the City. (iii) In the event of rejection of this Contract or any agreement supplementary hereto, the City may elect to retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its rights of setoff with respect to this Contract under the Bankruptcy Code or applicable non-bankruptcy law; or In the event of a rejection of this Contract or any agreement supplementary hereto, the City may retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its right rights under section 503(b) of the Bankruptcy Code.

Bankruptcy and Liquidation. In the event the Service Provider Supplier shall: (1) makes make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment pf of a custodian, receiver, or trustee for all or a substantial part of its asstsassets; (2) commences commence any case, proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction whether now or hereafter in effect; (3) has have had any such petition or application filed or any such case or proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed is not dismissed for a period of sixty(60sixty (60) days or more; (4) takes take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (5) permits permit any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more causing the Service Provider Supplier or any third party, including, without limitation, a trustee in bankruptcy, to be empowered under state or federal law to reject this Contract Agreement or any agreement supplementary hereto, the City Gap shall have the following rights: (i) A. In the event of a rejection of this Contract Agreement or any agreement supplementary hereto, the City Gap shall be permitted to retain and use any back-up or archival copies of the software licensed hereunder Intellectual Property under this Agreement for the purpose of enabling it to mitigate damages caused to the City Gap because of the rejection of this ContractAgreement. The City Gap shall exert reasonable efforts to mitigate such damage damages by use of such back-up or archival copies. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) B. In the event of a rejection of this Contract Agreement or any agreement supplementary hereto, the City Gap may elect to retain its rights under this Contract Agreement or any agreement supplementary hereto as provided in Section 365(n) of the Bankruptcy Code. Upon written request of the City Gap to, as applicable, the Service Provider Supplier or the bankruptcy trustee or receiver. The Service Provider , Supplier or such bankruptcy trustee or receiver shall not interfere with the rights of the City as licensee Gap as provided in this Contract Agreement or in any agreement supplementary hereto to obtain the Source Material(s) form from the bankruptcy trustee or from a third-party escrow agent and shall, if requested, cause a copy of such Source Material (sMaterial(s) to be available to the CityGap. (iii) In C. Supplier acknowledges and agrees that in the event of rejection Supplier’s bankruptcy: (1) any and all property belonging to Gap of this Contract any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data, and Gap Proprietary or any agreement supplementary heretoConfidential Information, the City may elect to retain its rights in Supplier’s possession or under this Contract or any agreement supplementary hereto as provided Supplier’s control shall not constitute part of Supplier’s estate in section 365(n) of the Bankruptcy Code without prejudice to any of its rights of setoff with respect to this Contract bankruptcy under the Bankruptcy Code or applicable non-bankruptcy law; or In the event of a rejection of this Contract or any agreement supplementary hereto, the City may retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its right under section 503(b) Section 541 of the Bankruptcy Code; and (2) in addition to any other rights and remedies of Gap as stated herein, to the maximum extent permitted by law, Gap will have the immediate right to retain and take possession for safekeeping any and all property belonging to Gap of any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data and Gap Proprietary or Confidential Information, in Supplier’s possession or under Supplier’s control until such time as the trustee or receiver in bankruptcy can provide Gap with adequate assurances and evidence to Gap that all of Gap’s property will be protected from sale, release, inspection, publication or inclusion in any publicly accessible record, document, material or filing. Supplier and Gap agree that without this material provision, Gap would not have entered into this Agreement.

Bankruptcy and Liquidation. In the event the Service Provider Supplier shall: (1) makes make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment pf of a custodian, receiver, or trustee for all or a substantial part of its asstsassets; (2) commences commence any case, proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction whether now or hereafter in effect; (3) has have had any such petition or application filed or any such case or proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed is not dismissed for a period of sixty(60sixty (60) days or more; (4) takes take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or substantial part of its assets; or (5) permits permit any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more causing the Service Provider Supplier or any third party, including, without limitation, a trustee in bankruptcy, to be empowered under state or federal law to reject this Contract Agreement or any agreement supplementary hereto, the City Gap shall have the following rights: (i) A. In the event of a rejection of this Contract Agreement or any agreement supplementary hereto, the City Gap shall be permitted to retain and use any back-up or archival copies of the software licensed hereunder Intellectual Property under this Agreement for the purpose of enabling it to mitigate damages caused to the City Gap because of the rejection of this ContractAgreement. The City Gap shall exert reasonable efforts to mitigate such damage damages by use of such back-up or archival copies. (ii) B. In the event of a rejection of this Contract Agreement or any agreement supplementary hereto, the City Gap may elect to retain its rights under this Contract Agreement or any agreement supplementary hereto as provided in Section 365(n) of the Bankruptcy Code. Upon written request of the City Gap to, as applicable, the Service Provider Supplier or the bankruptcy trustee or receiver. The Service Provider , Supplier or such bankruptcy trustee or receiver shall not interfere with the rights of the City as licensee Gap as provided in this Contract Agreement or in any agreement supplementary hereto to obtain the Source Material(s) form from the bankruptcy trustee or from a third-party escrow agent and shall, if requested, cause a copy of such Source Material (sMaterial(s) to be available to Gap. * Certain information on this page has been omitted and filed separately with the CityCommission. Confidential treatment has been requested with respect to the omitted portions. (iii) In C. Supplier acknowledges and agrees that in the event of rejection Supplier’s bankruptcy: (1) any and all property belonging to Gap of this Contract any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data, and Gap Proprietary or any agreement supplementary heretoConfidential Information, the City may elect to retain its rights in Supplier’s possession or under this Contract or any agreement supplementary hereto as provided Supplier’s control shall not constitute part of Supplier’s estate in section 365(n) of the Bankruptcy Code without prejudice to any of its rights of setoff with respect to this Contract bankruptcy under the Bankruptcy Code or applicable non-bankruptcy law; or In the event of a rejection of this Contract or any agreement supplementary hereto, the City may retain its rights under this Contract or any agreement supplementary hereto as provided in section 365(n) of the Bankruptcy Code without prejudice to any of its right under section 503(b) Section 541 of the Bankruptcy Code; and (2) in addition to any other rights and remedies of Gap as stated herein, to the maximum extent permitted by law, Gap will have the immediate right to retain and take possession for safekeeping any and all property belonging to Gap of any nature whatsoever, including Gap Intellectual Property, Custom Intellectual Property, Gap Data and Gap Proprietary or Confidential Information, in Supplier’s possession or under Supplier’s control until such time as the trustee or receiver in bankruptcy can provide Gap with adequate assurances and evidence to Gap that all of Gap’s property will be protected from sale, release, inspection, publication or inclusion in any publicly accessible record, document, material or filing. Supplier and Gap agree that without this material provision, Gap would not have entered into this Agreement.