Bankruptcy of Seller. The Buyer shall not purchase Receivables hereunder if the Seller shall become an involuntary party to (or be made the subject of), by receipt at its head corporate office of notice of, any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Seller or relating to all or substantially all of its property.
Bankruptcy of Seller. All rights and licenses to intangible assets now or hereafter granted to Buyer under or pursuant to this Agreement, including the rights to intangible assets granted pursuant to Section 2.1 (Purchased Assets) and the rights granted pursuant to Section 2.2 (License Grants Pursuant to Sale), are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). In the event of the commencement of a bankruptcy proceeding by or against Seller under the Bankruptcy Code, Seller hereby grants to Buyer and all Affiliates of Buyer a right of access and to obtain possession of (i) copies of research data, (ii) material samples, (iii) product samples, (iv) notes and notebooks, and (v) other information, documents and materials, in each case (i) through (v), included within the definition of Transferred Technology or the Licensed Technology, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (xi) all other embodiments of such intellectual property. The parties hereto acknowledge and agree that all payments by Buyer to Seller under this Agreement, other than royalty payments pursuant to Section 2.9 (Royalties) and Section 2.10 (Sublicense License Fees and Milestones), do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder.
Bankruptcy of Seller. It has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against it. It is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render it insolvent.
Bankruptcy of Seller. Neither Seller nor its general partners has, and as of the Closing shall not have (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, which remains pending as of such time, (D) suffered the attachment or other judicial, seizure of all, or substantially all, of its assets, which remains pending as of such time, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally.
Bankruptcy of Seller. Any sums payable to Seller shall be subject to all claims and defenses of Buyer, and Buyer may deduct and set off against any such sums all present and future indebtedness of Seller to Buyer. In addition to the foregoing set off rights between Buyer and Seller, Buyer shall be entitled to set off all obligations owed to Seller, Seller’s divisions, departments, subsidiaries, affiliates and other related entities (the “Related Entities”) against any claims Buyer may have against any or all of the Related Entities, as if: (i) a debt existed from Buyer to the Related Entities or any one of them,
Bankruptcy of Seller. Hanny Holdings expressly agrees that its liabilities and obligations under this Guaranty shall not in any way be impaired or otherwise affected by the institution by or against Seller of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for the relief of debtors and that any discharge of any of the Obligations pursuant to any such bankruptcy or similar law or other law shall not diminish, discharge or otherwise affect in any way the obligations of Hanny Holdings under this Guaranty, and that upon the institution of any of the above actions, such Obligations shall be enforceable against Hanny Holdings .
Bankruptcy of Seller. Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets (including, without limitation, any portion of the Assets), suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets (including, without limitation, any portion of the Assets), admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally.
Bankruptcy of Seller. If all or any portion of the Guaranteed Obligations hereunder are paid or performed, the Guaranteed Obligations shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Buyer as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Transaction Documents.
Bankruptcy of Seller. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Seller relating to any indebtedness or obligations of Seller to Guarantor and shall assign to Macromedia all rights of Guarantor thereunder. If Guarantor does not file any such claim, Macromedia, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Macromedia's discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Macromedia's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Macromedia or its nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Macromedia the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Macromedia all of Guarantor's rights to any such payments or distributions; provided, however, that Guarantor's obligations hereunder shall not be satisfied except to the extent that Macromedia receives cash by reason of any such payment or distribution. If Macromedia receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Macromedia as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations arising under the Agreement.
Bankruptcy of Seller. Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. Seller is not insolvent and the consummation of the transac tions contemplated by this Agreement shall not render Seller insolvent. No general 27 assignment of Seller's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or any of its property.
