Bankruptcy Case Matters Sample Clauses

Bankruptcy Case Matters. The Court shall have entered the Interim Order, in form and substance satisfactory to the Agent,
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Bankruptcy Case Matters. The Borrowers have delivered to the Administrative Agent true and correct copy of the Plan of Reorganization, as confirmed pursuant to the Confirmation Order, and the Plan of Reorganization has not been amended or otherwise modified. The Borrowers have also delivered to the Administrative Agent a true and correct copy of the Confirmation Order, which Confirmation Order has become a Final Order (provided, however, that the Administrative Agent may, in its sole and absolute discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Contemporaneously with the closing of the transactions contemplated by this Agreement, the Effective Date will occur under the Plan of Reorganization, the Plan of Reorganization shall have previously been (or will be contemporaneously with the closing of the transactions contemplated by this Agreement), consummated in accordance with its terms. Due and adequate notice of the hearing on confirmation of the Plan of Reorganization and the entry of the Confirmation Order was given in accordance with the requirements of the Bankruptcy Rules and the Bankruptcy Code.
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Bankruptcy Case Matters. (i) Except as otherwise provided in Section 9.15 of this Agreement, or as agreed in advance in writing by the Administrative Agent, any order is entered superseding, amending, supplementing, vacating, staying, reversing or otherwise modifying the Confirmation Order or the Plan of Reorganization, (or any Borrower or Guarantor files any motion, complaint or other pleading seeking any of the foregoing) or (ii) any Borrower or any Guarantor shall cause or permit to exist any failure of material compliance with the Plan of Reorganization or the Confirmation Order, except where such failure could not reasonably be expected to have a Material Adverse Effect.
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Bankruptcy Case Matters. The occurrence of any of the following in any of the Chapter 11 Cases:
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Bankruptcy Case Matters. The Emergency Financing Order shall have been entered by the Bankruptcy Court in the Bankruptcy Case after notice and a hearing conducted in accordance with the Bankruptcy Code and rules thereunder, no later than 5 Business Days after the Filing Date, in form and substance satisfactory to Agent and Lenders, authorizing and approving the transactions contemplated in this Agreement and, among other things, (a) finding that Agent and Lenders are extending credit to Borrower in good faith within the meaning of Section 364(e) of the Bankruptcy Code, (b) approving payment by Borrower of all fees and expenses described hereunder, including without limitation the Revolving Loan Closing Fees, the Term Loan Closing Fee, the Letter of Credit fees, the Unused Line Fee, the prepayment fees, the audit fees, the Revolving Credit Administrative Fee, the Term Loan Monitoring Fee and the Deferred Fee, and all costs and expenses reimburseable by Borrower hereunder, (c) providing for the automatic perfection of Agent's Liens on the Collateral, (d) granting the Obligations superpriority status pursuant to Section 364(c)(1) of the Bankruptcy Code, subject to the Carve Out and providing that no costs of administration shall be imposed against Agent, Lenders or the Collateral pursuant to Section 506(c) of the Bankruptcy Code, (e) providing for the automatic vacation of the automatic stay upon the occurrence of an Event of Default, in order to permit enforcement of remedies under the Loan Documents, including without limitation the enforcement upon 5 Business Days' prior written notice to Borrower, of remedies against the Collateral, (f) providing that upon the occurrence of an Event of Default, Agent and Lenders shall be permitted to immediately cease making Revolving Credit Loans, and issuing Letters of Credit and LC Guaranties and that Borrower shall be prohibited from using cash Collateral in which Agent and Lenders have an interest without Agent's prior written consent, (g) providing that proceeds of the Loans shall be used as provided herein, (h) providing that Agent's Liens on the Collateral are first priority Liens, subject only to Liens acceptable to Agent and all Lenders, (i) providing for Borrower (and its successors and assigns, but without prejudice to the rights of an official committee or other party in interest in the Bankruptcy Case to assert claims on behalf of Borrower's estate within 60 days of the Filing Date), to forever release, discharge and acquit Prepetit...
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Bankruptcy Case Matters. (i) The Court shall have entered the Final Order, in form and substance satisfactory to the Agent, (ii) The Borrowers shall have obtained appropriate Court orders approving their cash management system, all as reasonably acceptable to the Agent, (iii) The orders described on Schedule 5.1(m) in form and substance reasonably satisfactory to the Agent shall have been entered in the Chapter 11 Case, (iv) The automatic stay shall have been modified to permit creation and perfection of the Agent's, the Issuing Banks' and the Lenders' Liens and security interests and shall have been automatically vacated, to the extent set forth in the Final Order, to permit enforcement of the Agent's, the Issuing Banks' and the Lenders' rights and remedies under the Loan Documents, and (v) The Debtor Borrowers and the Debtor Guarantors shall have filed a motion with the Court seeking approval for the retention of a financial advisor and crisis manager for the Debtor Borrowers and the Debtor Guarantors acceptable to the Agent in its reasonable discretion.
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Bankruptcy Case Matters. (a) Promptly after the same is available, Company shall furnish or cause to be furnished to counsel for Xxxxx Fargo all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of Company with the Bankruptcy Court or served by or on behalf of Company upon a United States Trustee in the Bankruptcy Case or other non-confidential material documents distributed by or on behalf of Company to any creditors’ committee appointed in the Bankruptcy Case. Without limiting the generality of the foregoing, Company shall promptly provide reasonable access to, and discuss with, Xxxxx Fargo and its counsel any and all material information and developments in connection with any proposed plan of reorganization, including, without limitation, any non- confidential and non-privileged letters of intent, commitment letters or engagement letters received by Company, any asset valuation and disclosure statement, and any other event or condition which is reasonably likely to have a material effect on Company or the Bankruptcy Case. (b) All fees or expenses of Professionals of Company at any time shall be paid pursuant to an order entered by the Bankruptcy Court in the Bankruptcy Case approving the allowance and payment of such fees and reimbursement of such expenses, or establishing procedures for such payments or approval of such fees and reimbursement. (c) Company shall not request, seek or consent to, and shall oppose and contest (unless otherwise consented to by Xxxxx Fargo), any modification, stay, vacation or amendment of any Applicable Financing Order or any other Loan Document. (d) Except as otherwise expressly provided by the Applicable Financing Orders, Company shall not seek or support any approval of the granting of any priority for any administrative expense, secured claim or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including without limitation any administrative priority expenses of the kind specified in sections 105, 326, 328, 503(b), 506(c), 507(a) or 507(b) of the Bankruptcy Code) unless otherwise expressly consented to by Xxxxx Fargo and Xxxxx Fargo in writing. (e) Prior to the date on which the Indebtedness has been paid in full in cash and any commitment of Xxxxx Fargo to provide Loans or any other financial accommodation hereunder has been terminated, Company shall not pay any administrative priority expenses except for (i) those types of expenses contem...
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Related to Bankruptcy Case Matters

  • Bankruptcy Matters No party to this Agreement shall take any action to cause the Depositor or the Issuer to dissolve in whole or in part or file a voluntary petition or otherwise initiate proceedings to have the Depositor or the Issuer adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Depositor or the Issuer, or file a petition seeking or consenting to reorganization or relief of the Depositor or the Issuer as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Depositor or the Issuer; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Depositor or the Issuer or of all or any substantial part of the properties and assets of the Depositor or the Issuer, or cause the Issuer to make any general assignment for the benefit of creditors of the Depositor or the Issuer, or take any action in furtherance of any of the above actions.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • FCC Matters (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Bankruptcy Proceedings The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • SEC Matters (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

  • Bankruptcy, Insolvency or Reorganization Proceedings If an Event of Default specified under Section 9.1.12 [Relief Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

  • Notification; Procedural Matters Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials. (b) All of the Corporation’s submissions to the FDA and any corollary entity in any other jurisdiction, whether oral, written or electronically delivered, were true, accurate and complete in all material respects as of the date made, and remain true, accurate and complete in all material respects and do not misstate any of the statements or information included therein, or omit to state a fact necessary to make the statements therein not materially misleading. (c) The Corporation has not committed any act, made any statement or failed to make any statement that would breach the FDA’s policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar laws, rules or regulations, whether under the jurisdiction of the FDA or a corollary entity in any other jurisdiction, and any amendments or other modifications thereto. Neither the Corporation nor, to the Corporation’s Knowledge, any officer, employee or agent of the Corporation has been convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment under 21 U.S.C. Section 335a or any similar state or foreign law or regulation or (ii) exclusion under 42 U.S.C. Section 1320a 7 or any similar state or foreign law or regulation, and neither the Corporation nor, to the Corporation’s Knowledge, any such person has been so debarred or excluded. (d) The Corporation has not sold or marketed any products prior to receiving any required or necessary approvals or consents from any federal or state governmental authority, including but not limited to the FDA under the Food, Drug & Cosmetics Act of 1976, as amended, and the regulations promulgated thereunder, or any corollary entity in any jurisdiction. The Corporation has not received any notice of, nor is the Corporation aware of any, actions, citations, warning letters or Section 305 notices from the FDA or any corollary entity.

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