BANKRUPTCY OF SOLE MEMBER Sample Clauses

BANKRUPTCY OF SOLE MEMBER. The bankruptcy of the Sole Member will not cause the Sole Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
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Related to BANKRUPTCY OF SOLE MEMBER

  • Bankruptcy of a Member The bankruptcy (including within the meaning of Sections 18-101 and 18-304 of the Act) of a Member shall cause such Member to cease to be a Member, but notwithstanding the occurrence of such event, the Company shall continue without dissolution. The receivership or dissolution of a Member shall not in and of itself cause the dissolution of the Company, and notwithstanding the occurrence of such event, the Company shall continue without dissolution under the management and control of the remaining Members, unless there are no remaining Members of the Company.

  • Bankruptcy of Borrower 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 Borrower relating to any indebtedness of Borrower to Guarantor and shall assign to Lender all rights of Guarantor thereunder. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Lender’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Lender’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Lender 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 Lender the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to any such payments or distributions; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Lender receives cash by reason of any such payment or distribution. If Lender 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 Lender 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 Loan Documents.

  • Bankruptcy Actions Promptly following the date hereof, the Sellers shall file with the Bankruptcy Court a form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code in form and substance acceptable to the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing of the Contemplated Transactions may take place within 10 days of the entry of the Sale Order, (w) authorizing, directing and approving the sale of the Assets to the Purchaser pursuant to this Agreement, the assumption, cure by Sellers and assignment to Purchaser of the Assumed Contracts (including the Real Property Leases) and the entering into of the Time Brokerage Agreement by the Sellers, (x) approving the terms of this Agreement and the terms of the Time Brokerage Agreement, (y) providing that the Common Stock shall only be permitted to be transferred to creditors of the Sellers in accordance with the requirements of Section 1.6(a); and (z) making the following findings: (i) the Bankruptcy Court has "core" jurisdiction over the Chapter 11 Case; (ii) due and proper notice of the sale of the Assets and to the Purchaser has been given to all parties entitled thereto in accordance with all applicable provisions of the Bankruptcy Code, any rules thereunder and orders of the Bankruptcy Court; (iii) that the Bankruptcy Administrative Officer has complied with all requirements imposed on it by any order of the Bankruptcy Court relating to the sale of the Assets (iv)the Assets are property of Sellers' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the power to convey the property to the Purchaser; (v) for each Encumbrance on the Assets and that does not constitute a Permitted Encumbrance or an Assumed Liability, a subsection of Section 363(f) of the Bankruptcy Code applies, and, upon consummation of the transactions contemplated by this Agreement, the Assets will be sold to the Purchaser free and clear of such Encumbrances; (vi) the Assets have been reasonably marketed, and the offer of the Purchaser is the best offer received by the Sellers' estate and, accordingly, it is in the best interest of the Sellers' estate and its creditors that the sale of the Assets to the Purchaser be approved; (vii) that each Assumed Contract (including each Real Property Lease) has been assumed by Sellers, the cure claims relating to such Assumed Contracts have been determined and payable by Sellers, and Sellers may assign such Assumed Contracts to Purchaser (viii) the Purchaser is acting in good faith, and is entitled to the protections of a Purchaser under Section 363(m) of the Bankruptcy Code, which Section applies to the transactions contemplated by this Agreement and reversal or modification of the Sale Order on appeal will not affect the validity of the sale of the Assets to the Purchaser; (ix) each objection to the sale of the Assets to the Purchaser has either been withdrawn with prejudice or is specifically overruled on the merits; (x) any competitive bidding in connection with the sale of the Assets has been non-collusive and the sale of the assets to the Purchaser may not be set aside under Section 363(n) of the Bankruptcy Code; (xi) the Contemplated Transactions are exempt from transfer taxes pursuant to Section 1146(c) of the Bankruptcy

  • Bankruptcy of Tenant It shall be a default by Tenant under this Lease if Tenant makes an assignment for the benefit of creditors, or files a voluntary petition under any state or federal bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency is filed against Tenant under any state or federal bankruptcy or insolvency law that is not dismissed within 90 days, or whenever a petition is filed by or against (to the extent not dismissed within 90 days) Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any state or federal law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Code or similar state or federal law, or whenever a receiver of Tenant, or of, or for, the property of Tenant shall be appointed, or Tenant admits it is insolvent or is not able to pay its debts as they mature.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • Bankruptcy Petition Each of Seller, the Servicer, the Collateral Agent, the Managing Agents and each Committed Purchaser hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of a Conduit Purchaser, it will not institute against, or join any other Person in instituting against, such Conduit Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

  • 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;

  • 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

  • Insolvency of the Ceding Company In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

  • Bankruptcy Filings The Owner Participant agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, the Owner Lessor under the Bankruptcy Code, or any other applicable federal or state law or the law of the District of Columbia.

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