Common use of Bankruptcy Events Clause in Contracts

Bankruptcy Events. If at any time during the Term there shall be filed by or against Lessee in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s property, or if a receiver or trustee takes possession of any of the assets of Lessee, or if the leasehold interest herein passes to a receiver, or if Xxxxxx makes an assignment for the benefit of creditors or petitions for or enters into an arrangement (any of which are referred to herein as “a bankruptcy event”), then the following provisions shall apply: (a) At all events any receiver or trustee in bankruptcy or Lessee as debtor in possession (“debtor”) shall either expressly assume or reject this Lease within sixty (60) days following the entry of an Order for Relief. (b) In the event of an assumption of the Lease by a debtor, receiver or trustee, such debtor, receiver or trustee shall immediately after such assumption (1) cure any default or provide adequate assurances that defaults will be promptly cured; and (2) compensate Lessor for actual pecuniary loss or provide adequate assurances that compensation will be made for actual pecuniary loss; and (3) provide adequate assurance of future performance. For the purposes of this Section 31.1(b), adequate assurance of future performance of all obligations under this Lease shall include, but is not limited to: (i) Written assurance that rent and any other consideration due under the Lease shall first be paid before any other of Lessee’s costs of operation of its business in the Leased Premises are paid; (ii) Written agreement that assumption of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease, or agreement relating to the Leased Premises, or if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorneys’ fees), occasioned by such breach; (c) Where a default exists under the Lease, the party assuming the Lease may not require Lessor to provide services or supplies incidental to the Lease before its assumption by such trustee or debtor, unless Lessor is compensated under the terms of the Lease for such services and supplies provided before the assumption of such Lease. (d) The debtor, receiver, or trustee may only assign this Lease in accordance with the terms of Article 25 and if adequate assurance of future performance by the assignee is provided, whether or not there has been a default under the Lease. For the purpose hereof, adequate assurance of future performance means written agreement that assignment of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease or agreement relating to the Leased Premises, and that if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorney’s fees), occasioned by such breach. Any consideration paid by any assignee in excess of the rental reserved in the Lease shall be the sole property of, and paid to, Lessor. Upon assignment by the debtor or trustee, the obligations of the Lease shall be deemed to have been assumed and the assignee shall execute an assumption agreement on request of Xxxxxx. (e) Lessor shall be entitled to the fair market value for the Leased Premises and the services provided by Lessor (but in no event less than the rental reserved in the Lease) subsequent to the commencement of a bankruptcy event. (f) Lessor specifically reserves any and all remedies available to Lessor in Article 30 hereof or at law or in equity in respect of a bankruptcy event by Lessee to the extent such remedies are permitted by law.

Bankruptcy Events. If at Prior to the Payment Date, the Tranche C Lenders, with respect to the Lender Obligations in favor of the Tranche C Lenders, will not commence or join with any time during other creditor or creditors of the Term there shall be filed by Borrower or against Lessee a Borrower Subsidiary in commencing any Bankruptcy Event other than as a party to this Agreement. In the event of a Bankruptcy Event, then and in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s property, or if a receiver or trustee takes possession of any of the assets of Lessee, or if the leasehold interest herein passes to a receiver, or if Xxxxxx makes an assignment for the benefit of creditors or petitions for or enters into an arrangement (any of which are referred to herein as “a bankruptcy such event and from and after such event”), then the following provisions shall apply: (a) At The A/B Lenders shall be entitled to receive payment in full of all events amounts due on or in respect of all A/B Loans in cash or cash equivalents or in a manner satisfactory to the Agent, before the Tranche C Lenders are entitled to receive any receiver payment or trustee in bankruptcy distribution of any kind or Lessee as debtor in possession (“debtor”) shall either expressly assume character, or reject this Lease within sixty (60) days following the entry of an Order for Reliefa Borrower Subsidiary. (b) In the event Any payment or distribution of an assumption assets of the Lease Borrower or a Borrower Subsidiary of any kind or character, whether in cash, property or securities, by setoff or otherwise, to which the Tranche C Lenders would be entitled but for the provisions of this Agreement shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a debtortrustee in bankruptcy, a receiver or trusteeliquidating trustee or otherwise, directly to the Agent on behalf of the A/B Lenders according to the aggregate amounts remaining unpaid on account of the A/B Loans held or represented by each, to the extent necessary to make payment in full of all A/B Loans in cash or cash equivalents remaining unpaid, after giving effect to any concurrent payment or distribution to the A/B Lenders with such debtor, receiver or trustee shall immediately after such assumption (1) cure any default or provide adequate assurances that defaults will be promptly cured; payments being made in the order and (2) compensate Lessor for actual pecuniary loss or provide adequate assurances that compensation will be made for actual pecuniary loss; and (3) provide adequate assurance of future performance. For pursuant to the purposes terms of this Section 31.1(b), adequate assurance of future performance of all obligations under this Lease shall include, but is not limited to: (i) Written assurance that rent and any other consideration due under the Lease shall first be paid before any other of Lessee’s costs of operation of its business in the Leased Premises are paid; (ii) Written agreement that assumption of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease, or agreement relating to the Leased Premises, or if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorneys’ fees), occasioned by such breach;Agreement. (c) Where a default exists under In the Leaseevent that, notwithstanding the foregoing provisions of this Agreement, the party assuming Tranche C Lenders shall have received any payment or distribution of assets of the Lease may not require Lessor to provide services Borrower or supplies incidental a Borrower Subsidiary of any kind or character, except as provided in Section 17.1, whether in cash, property or securities in respect of Tranche C before the Payment Date, then and in such event such payment or distribution shall be received and shall be paid over or delivered forthwith to the Lease before its assumption by such trustee or debtor, unless Lessor is compensated under the terms of the Lease for such services and supplies provided before the assumption of such Lease.Agent; (d) The debtorTranche C Lenders, receiverwith respect to the Lender Obligations in favor of the Tranche C Lenders, or trustee may only assign this Lease will not, without the prior written consent of the A/B Lenders: (i) vote for a plan in accordance with the terms of Article 25 and if adequate assurance of future performance any Bankruptcy Proceedings not supported by the assignee is providedAgent; (ii) object to or oppose any motions by the Agent for a cash collateral order on terms proposed by the Agent; (iii) seek or move to obtain the appointment of a trustee on behalf of the Borrower or a Borrower Subsidiary; or (iv) object to or oppose any motions by the Agent for the lifting of the automatic stay for the purpose of the foreclosure of the Collateral. The limitations and assignments contained in this section shall terminate upon the Payment Date. The Tranche C Lenders with respect to the Lender Obligations in favor of the Tranche C Lenders agree, whether however, never (i) to file any appeal or not there has been take any other action claiming that the payment of the A/B Loans was improperly paid; (ii) to question the validity of a default plan or reorganization which caused the A/B Loans to be paid; or (iii) to otherwise question the payment of the A/B Loans or any collateral realization actions under the Lease. For the purpose hereof, adequate assurance of future performance means written agreement that assignment of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease or agreement relating to the Leased Premises, and that if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorney’s fees), occasioned by such breach. Any consideration paid by any assignee in excess of the rental reserved in the Lease shall be the sole property of, and paid to, Lessor. Upon assignment by the debtor or trustee, the obligations of the Lease shall be deemed to have been assumed and the assignee shall execute an assumption agreement on request of XxxxxxLender Agreements. (e) Lessor shall be entitled Without limiting the generality of the foregoing, the Tranche C Lenders agree that if a Bankruptcy Event occurs, the A/B Lenders may provide financing or consent to the fair market value for granting of a priming lien to secure post-petition financing on such terms and conditions and in such amounts as the Leased Premises Agent, in its sole and absolute discretion, may decide without seeking or obtaining the services provided by Lessor (but consent of the Tranche C Lenders, who shall not oppose any such financing. The Tranche C Lenders, with respect to the Lender Obligations in no event less than favor of the rental reserved Tranche C Lenders, shall not oppose any sale or other disposition of any assets comprising part of the Collateral free and clear of security interests, liens or other claims of any Person, including any Tranche C Lender, under section 363 of the Bankruptcy Code on the basis that the Tranche C Lenders' interest in the Lease) subsequent to the commencement Collateral is impaired by such sale or inadequately protected as a result of a bankruptcy eventsuch sale. (f) Lessor specifically reserves any and all remedies So long as the Payment Date has not occurred, no Tranche C Lenders shall offer or make available to Lessor the Borrower or a Borrower Subsidiary or participate in, any loan, credit facility, financial accommodation or other Indebtedness proposed to be provided as a debtor-in-possession financing in Article 30 hereof connection with a Bankruptcy Event (a "DIP Financing"), unless the Tranche C Lenders who are providing such DIP Financing shall first repay in full and in cash the A/B Loans or at law or in equity in respect exercise the rights of a bankruptcy event by Lessee to the extent such remedies are permitted by lawTranche C Lenders under Section 17.4.

Bankruptcy Events. If at any time during the Term there shall be filed by or against Lessee in any court pursuant to any statute either of the United States or of any state state, commonwealth, district or territory thereof a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s property's property or estate, or if a receiver or trustee takes possession of any of the assets of Lessee, or if the leasehold interest herein passes to a receiver, or if Xxxxxx Lessee makes an assignment for the benefit of creditors or petitions for or enters into an arrangement (any of which are referred to herein as “a bankruptcy event”"Bankruptcy Event"), then the following provisions shall apply: (a) At all events Upon the occurrence of a Bankruptcy Event, or if Lessee takes advantage of any receiver insolvency laws of any state, district, commonwealth or trustee territory of the United States, then in any such event Lessor at its option and sole discretion may terminate this Lease at any time by written notice to Lessee (subject, however, to applicable provisions of the applicable bankruptcy federal or state statutes or any insolvency laws during the pendency of any action thereunder involving Lessee as debtor in possession (“the subject debtor”) shall either expressly assume or reject ). If this Lease within sixty (60) days following the entry of an Order for Relief.is terminated under this Article: (bi) In Lessee agrees to immediately surrender and vacate the event of an assumption of the Lease by a debtorLeased Premises, receiver waives all statutory or trusteeother notice to quit, such debtor, receiver or trustee shall immediately after such assumption (1) cure any default or provide adequate assurances and agrees that defaults will be promptly cured; and (2) compensate Lessor for actual pecuniary loss or provide adequate assurances that compensation will be made for actual pecuniary loss; and (3) provide adequate assurance of future performance. For the purposes of this Section 31.1(b), adequate assurance of future performance of all Lessor's obligations under this Lease shall include, but is not limited to: cease from such termination date; and (iii) Written assurance that rent and Lessor may recover possession by process of law or in any other consideration due lawful manner. Furthermore, if this Lease terminates under this Section (a), Lessor shall, subject to the Bankruptcy Code, have all rights and remedies against Lessee as provided in this Lease and at law for a default of Lessee in the payment of Minimum Rent, Percentage Rent, if any, and/or additional Rent. Lessee hereby acknowledges that it shall first be paid before any other of Lessee’s costs of operation have abandoned all of its business personal property remaining in the Leased Premises are paid; (ii) Written agreement that assumption after Lessee surrenders possession of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease, or agreement relating to the Leased Premises, or if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorneys’ fees), occasioned by such breach; (c) Where a default exists under the Lease, the party assuming the Lease may not require Lessor to provide services or supplies incidental to the Lease before its assumption by such trustee or debtor, unless Lessor is compensated under the terms of the Lease for such services and supplies provided before the assumption of such Lease. (d) The debtor, receiver, or trustee may only assign this Lease in accordance with the terms of Article 25 and if adequate assurance of future performance by the assignee is provided, whether or not there has been a default under the Lease. For the purpose hereof, adequate assurance of future performance means written agreement that assignment of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease or agreement relating to the Leased Premises, and that if Lessee hereby authorizes Lessor to dispose of such a breach is causedpersonal property in any manner Lessor deems appropriate without accounting to governs or shall govern the proceedings in which such damages are to be proved limits or shall limit the amount of such claim capable of so being proved, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorney’s fees), occasioned by such breach. Any consideration paid by any assignee in excess of the rental reserved in the Lease shall be the sole property of, and paid to, Lessor. Upon assignment by the debtor or trustee, the obligations of the Lease shall be deemed to have been assumed and the assignee shall execute an assumption agreement on request of Xxxxxx. (e) which case Lessor shall be entitled to prove as and for liquidated damages an amount equal to that allowed by or under any such statute. When calculating damages hereunder, Lessor shall be entitled to recover the fair market amount of any "free rent" or other concessions extended by Lessor and received by Lessee prior to the premature expiration of this Lease, it being agreed by Lessee that such "free rent" and concessions were contingent upon Lessee fulfilling its obligations for the entire term of this Lease. The provisions of this paragraph shall be without prejudice to (i) Lessor's right to prove in full damages for Minimum Rent, Percentage Rent, if any, and additional Rent accrued prior to the termination of this Lease, but not paid, and (ii) any rights given to Lessor by any pertinent statute to prove any amounts allowed thereby. In making any such computation, the then cash rental value for of the Leased Premises shall be deemed prima facie to be the rental realized upon any reletting, if such reletting can be accomplished by Lessor within a reasonable time after such termination of this Lease, and the services then present cash value of the future rents hereunder reserved to Lessor for the unexpired portion of the Lease Term hereby demised shall be deemed to be such sum, if invested at the then current passbook account rate offered by Wxxxx Fargo Bank, N.A. at its main office in San Francisco, as will produce the future rent over the period of time in question. Lessor and Lessee further agree that in making any computation of damages for Lessee holding over after the termination of this Lease, Lessor may claim damages based on the Minimum Rent, Percentage Rent, if any, and additional Rent provided by Lessor (but in no event less than herein for the period of such hold over, it being agreed that the Minimum Rent, Percentage Rent, if any, and additional Rent constitutes the fair rental reserved in value of the Lease) subsequent to Leased Premises during the commencement of a bankruptcy eventhold over period. (fi) Notwithstanding subsection (h) of this Article 31, Lessor specifically reserves any and all remedies available to Lessor in Article 30 hereof or at law or in equity in respect of a bankruptcy event by Lessee Bankruptcy Event to the extent such remedies are permitted by law.

Bankruptcy Events. If at any time during the Lease Term there shall be filed by or against Lessee in any court pursuant to any statute either of on the United States or of any state State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s 's property, or if a receiver or trustee takes possession of any of the assets of Lessee, or if the leasehold interest herein passes to a receiver, or if Xxxxxx Lessee makes an assignment for the benefit of creditors or petitions for or enters into an arrangement (any of which are referred to herein as “"a bankruptcy event”Bankruptcy Event"), then the following provisions shall apply: (a) At all events any receiver or trustee in bankruptcy or Lessee as debtor in possession (“"debtor”) "), shall either expressly assume or reject this Lease within sixty (60) days following the entry of an any "Order for Relief." (b) In the event of an assumption of the Lease by a debtor, receiver receiver, or trustee, such debtor, receiver receiver, or trustee shall immediately after such assumption (1) cure any default or provide provided adequate assurances that defaults will be promptly cured; and (2) compensate Lessor for actual pecuniary loss or provide provided adequate assurances that compensation will be made make for actual pecuniary loss; and (3) provide adequate assurance of future performance. For the purposes of this Section 31.1(b), adequate assurance of future performance of all obligations under this Lease shall include, but is not limited to: (i) Written written assurance that rent and any other consideration due under the Lease shall first be paid before any other of Lessee’s 's costs of operation of its business in the Leased Premises are paid;; ------------- ----------- Lessor's Lessee's Initials Initials (ii) Written written agreement that assumption of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease, or agreement relating to the Leased Premises, or if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorneys’ attorney's fees), occasioned by such breach; (c) Where a default exists exist under the Lease, the party assuming the Lease may not require Lessor to provide services or supplies incidental to the Lease before its assumption by such trustee or debtor, unless Lessor is compensated under the terms of the Lease for such services and supplies provided before the assumption of such Lease. (d) The debtor, receiver, or trustee may only assign this Lease in accordance with the terms of Article 25 and if adequate assurance of future performance by the assignee is provided, whether or not there has been a default under the Lease. For the purpose hereof, adequate assurance of future performance means written agreement that assignment of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease or agreement relating to the Leased Premises, and that if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit and attorney’s fees), occasioned by such breach. Any consideration paid by any assignee in excess of the rental reserved in by the Lease shall be the sole property of, and paid to, Lessor. Upon assignment by the debtor or trustee, trustee the obligations of the Lease shall be deemed to have been assumed and the assignee assumptor shall execute an assumption assignment agreement on request of XxxxxxLessor. (e) Lessor shall be entitled to the fair market value for the Leased Premises and the services provided by Lessor (but in no event less than the rental reserved in the Lease) subsequent to the commencement of a bankruptcy event. (f) Lessor specifically reserves any and all remedies available to Lessor in Article 30 22 hereof or at law or in equity in respect of a bankruptcy event by Lessee to the extent such remedies are permitted by law.

Bankruptcy Events. If at any time during the Term there shall be filed by or against Lessee in any court pursuant to any statute either of the United States or of any state state, commonwealth, district or territory thereof a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s property's property or estate, or if a receiver or trustee takes possession of any of the assets of Lessee, or if the leasehold interest herein passes to a receiver, or if Xxxxxx Lessee makes an assignment for the benefit of creditors or petitions for or enters into an arrangement (any of which are referred to herein as “a bankruptcy event”"Bankruptcy Event"), then the following provisions shall apply: (a) At all events Upon the occurrence of a Bankruptcy Event, or if Xxxxxx takes advantage of any receiver insolvency laws of any state, district, commonwealth or trustee territory of the United States, then in any such event Lessor at its option and sole discretion may terminate this Lease at any time by written notice to Lessee (subject, however, to applicable provisions of the applicable bankruptcy federal or state statutes or any insolvency laws during the pendency of any action thereunder involving Lessee as debtor in possession (“the subject debtor”) shall either expressly assume or reject ). If this Lease within sixty is terminated under this Article, (60i) days following Xxxxxx agrees to immediately surrender and vacate the entry of an Order for Relief. (b) In the event of an assumption of the Lease by a debtorPremises, receiver waives all statutory or trusteeother notice to quit, such debtor, receiver or trustee shall immediately after such assumption (1) cure any default or provide adequate assurances and agrees that defaults will be promptly cured; and (2) compensate Lessor for actual pecuniary loss or provide adequate assurances that compensation will be made for actual pecuniary loss; and (3) provide adequate assurance of future performance. For the purposes of this Section 31.1(b), adequate assurance of future performance of all Xxxxxx's obligations under this Lease shall includecease from such termination date, but is not limited to: (i) Written assurance that rent and any other consideration due under the Lease shall first be paid before any other of Lessee’s costs of operation of its business in the Leased Premises are paid; (ii) Written agreement that assumption Lessor may recover possession by process of law or in any other lawful manner. Furthermore, if this Lease will not cause a breach of any provision hereof includingterminates under this Section (b), but not limited toLessor shall, any provision relating subject to use or exclusivity the Bankruptcy Code, have all rights and remedies against Lessee as provided in this or any other Lease, or agreement relating to the Leased Premises, or if such a breach is caused, the debtor, receiver or trustee will indemnify Lessor against such loss (including costs of suit Lease and attorneys’ fees), occasioned by such breach; (c) Where at law for a default exists under of Lessee in the Leasepayment of Minimum Rent, Percentage Rent, if any, and/or additional Rent. Lessee hereby acknowledges that it shall have abandoned all of its personal property remaining in the party assuming the Lease may not require Lessor to provide services or supplies incidental to the Lease before its assumption by such trustee or debtor, unless Lessor is compensated under the terms Premises after Xxxxxx surrenders possession of the Lease for such services and supplies provided before the assumption of such Lease. (d) The debtor, receiver, or trustee may only assign this Lease in accordance with the terms of Article 25 and if adequate assurance of future performance by the assignee is provided, whether or not there has been a default under the Lease. For the purpose hereof, adequate assurance of future performance means written agreement that assignment of this Lease will not cause a breach of any provision hereof including, but not limited to, any provision relating to use or exclusivity in this or any other Lease or agreement relating to the Leased Premises, and that if Xxxxxx hereby authorizes Lessor to dispose of such a breach is caused, the debtor, receiver personal property in any manner Lessor deems appropriate without accounting to Lessee or trustee will indemnify Lessor against such loss (including costs of suit and attorney’s fees), occasioned by such breach. Any consideration paid by any assignee in excess of the rental reserved in the Lease shall be the sole property of, and paid to, Lessor. Upon assignment by the debtor or trustee, the obligations of the Lease shall be deemed to have been assumed and the assignee shall execute an assumption agreement on request of Xxxxxx. (e) Lessor shall be entitled to the fair market value its legal representative for the Leased Premises proceeds thereof. Notwithstanding the foregoing, Xxxxxx retains the right to assert an administrative claim and the services provided by Lessor (but in no event less than the rental reserved in the Lease) subsequent to the commencement of a bankruptcy event. (f) Lessor specifically reserves any and all remedies available to Lessor in Article 30 hereof or at law or in equity in respect of general unsecured claim that result from a bankruptcy event by Lessee to the extent such remedies are permitted by law.breach