Common use of Bankruptcy of Owner or Vendor Clause in Contracts

Bankruptcy of Owner or Vendor. 16.6.1 If either Owner or Vendor institutes or has instituted against it a case under the United States Bankruptcy Code (such Party being referred to as the “Bankrupt Party”), such event may impair or frustrate the Bankrupt Party’s ability to perform its obligations under the Contract Documents. Accordingly, should such event occur: (a) The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10) Days after receiving notice of the request; and (b) The Bankrupt Party shall file within thirty (30) Days an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) Days of the institution of the bankruptcy filing and shall diligently prosecute such action. * Confidential Treatment Requested 16.6.2 If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this Article 16. 16.6.3 The rights and remedies under this Section 16.6 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Vendor to stop work under any applicable provision of this Agreement. 16.6.4 Notwithstanding the foregoing, the parties acknowledge and agree that the rights and licenses granted under or pursuant to Article 5 of this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the Bankruptcy Code. Owner, as the licensee of rights under this Agreement, will retain and may fully exercise all of its respective rights and elections under the Bankruptcy Code including with respect to such license rights including with respect to the Licensed Technology, Vendor’s Intellectual Property and the SRSG Subcontractor IP.