Bankruptcy Related Matters. (a) Cause all proposed (i) orders related to or affecting the Obligations and/or the Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection, (ii) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (iv) orders establishing procedures for administration of the Chapter 11 Cases or approving significant transactions submitted to the Bankruptcy Court, in each case, proposed by the Debtors, to be in accordance with the terms of this Agreement, to the extent applicable.
(b) Comply in all respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.
(c) Deliver to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced a...
Bankruptcy Related Matters. Notwithstanding any other provision of this Agreement to the contrary, in the event a Licensor becomes subject to any bankruptcy or similar proceedings: (a) all License Grants to each applicable Licensee shall be deemed fully retained by and vested in such Licensee as protected intellectual property rights under Section 365(n) of the United States Bankruptcy Code (and similar laws in other jurisdictions) (“Section 365(n)”); and (b) each Licensee shall have all of the rights afforded to licensees under Section 365(n). The Parties agree that upon any election by an applicable Licensee pursuant to Section 365(n)(1)(B) of the Bankruptcy Code, such Licensee shall be entitled to continue to exercise the license granted under this Agreement. In the event of commencement of bankruptcy proceedings by or against a Licensee, such Licensee or trustee in bankruptcy, as applicable, shall be entitled to assume the applicable License Grants and shall be entitled to retain all such License Grants.
Bankruptcy Related Matters. Notwithstanding any to the contrary in these Terms, in the event the Company files for protection under the U.S. Bankruptcy Code, the following provisions will prevail: The Company shall promptly apply to the Bankruptcy Court for approval of the Company’s retention of APS under the terms of the Agreement. The form of retention application and proposed order shall be reasonably acceptable to APS. APS shall have no obligation to provide any further services if the Company becomes a debtor under the U.S. Bankruptcy Code unless APS’s retention under the terms of the Agreement is approved by a final order of the Bankruptcy Court reasonably acceptable to APS. The Company shall assist, or cause its counsel to assist, with filing, serving and noticing of papers related to APS’s fee and expense matters. The Company and APS agree that the Bankruptcy Court shall have exclusive jurisdiction over any and all matters arising under or in connection with this Agreement. APS will have the right to obtain independent legal counsel to obtain advice with respect to its services under this engagement. The Company will reimburse APS’s for the reasonable fees and expenses of such independent legal counsel. APS acknowledges that, during the pendency of any Bankruptcy Court approved retention, the indemnification provisions and Liability Cap set forth above may be subject to modification as stated within the Bankruptcy Court’s retention order. Due to the ordinary course and unavoidable reconciliation of fees and submission of expenses immediately prior to, and subsequent to, the date of filing, APS may have incurred but not billed fees and reimbursable expenses which relate to the prepetition period. APS will seek Bankruptcy Court approval to apply the retainer to these amounts. If APS finds it desirable to augment its consulting staff with independent contractors (an “I/C”) in this case, (i) APS will file, and require the I/C to file, 2014 affidavits indicating that the I/C has reviewed the list of the interested parties in this case, disclosing the I/C’s relationships, if any, with the interested parties and indicating that the I/C is disinterested; (ii) the I/C must remain disinterested during the time that APS is involved in providing services on behalf of the Company; and (iii) the I/C must represent that he/she will not work for the Company or other parties in interest in this case during the time APS is involved in providing services to the Company. APS’s standard practice ...
Bankruptcy Related Matters. All rights and licenses granted under or pursuant to this Agreement are licenses of rights to “intellectual property” as defined in Section 365(n) of Title 11 of the United States Code (“Title 11”). Each Party agrees that the other Party, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under Title 11. Each Party agrees during the Term, to create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. If a case is commenced by or against a Party (the “Debtor Party”) under Title 11, the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 trustee) shall:
(a) as the other Party (the “Non-Debtor Party”) may elect in a written request, immediately upon such request:
(i) perform all of the obligations provided in this Agreement to be performed by the Debtor Party including, where applicable and without limitation, providing to the Non-Debtor Party portions of such intellectual property (including embodiments thereof) held by the Debtor Party and such successors and assigns or otherwise available to them; or
(ii) provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof to the extent provided by applicable non-bankruptcy law and this Agreement) held by the Debtor Party and such successors and assigns or otherwise available to them; and
(b) not interfere with the rights of the Non-Debtor Party under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of Title 11.
Bankruptcy Related Matters. (a) The Bankruptcy Cases were commenced on the Petition Date in accordance with applicable laws and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Interim DIP Order and Final DIP Order, (ii) the hearing for the entry of the Interim DIP Order, and (iii) the hearing for the entry of the Final DIP Order (provided that notice of the final hearing will be given as soon as reasonably practicable after such hearing has been scheduled).
(b) After the entry of the Interim DIP Order, and pursuant to and to the extent permitted in the Interim DIP Order and the Final DIP Order, the Obligations will constitute allowed administrative expense claims in the Bankruptcy Cases having priority over all administrative expense claims and unsecured claims against the Debtors now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to (i) the Carve Out, (ii) an Acceptable Intermediation Order and (iii) the priorities set forth in the Interim DIP Order or Final DIP Order, as applicable, subject to any Permitted Liens.
(c) After the entry of the Interim DIP Order and pursuant to and to the extent provided in the Interim DIP Order and the Final DIP Order, the Obligations will be secured by a valid and perfected Lien on all of the Collateral subject, as to priority, to the extent set forth in the Interim DIP Order or the Final DIP Order and to the extent such Collateral is not subject to valid, enforceable, perfected and non-avoidable Liens as of the Petition Date, and in any case, (i) subject to Permitted Liens and (ii) excluding Avoidance Actions (but including, upon entry of the Final DIP Order, the proceeds thereof).
(d) The Interim DIP Order (with respect to the period on and after entry of the Interim DIP Order and prior to entry of the Final DIP Order) or the Final DIP Order (with respect to the period on and after entry of the Final DIP Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ (and with respect to any provision that affects the rights or duties of the Agent, Agent’s) consent, modified or amended.
(e) The Loan Parties are ...
Bankruptcy Related Matters. Notwithstanding anything to the contrary set forth in this Agreement, the Purchase Agreement or the Notes, each of the Investors acknowledges and agrees that the affirmative consent of holders of not less than 75% of the outstanding principal balance of Notes shall be required for the commencement by any Investor or any of its Affiliates of any action or proceeding against the Company with respect to (i) bankruptcy, dissolution, liquidation, winding-up, composition or other relief under state or federal bankruptcy laws (collectively, “Bankruptcy”) or (ii) collection of any due but unpaid cash payment of interest or principal under the Notes; provided that if any such action or proceeding of the Company is approved by the Investors and so commenced, the Investors shall reasonably cooperate with each other and the Company (in each case to the extent permitted by applicable law) in the conduct of such action. Each Investor further acknowledges and agrees that it will reasonably cooperate with the Company in the event the Company determines to proceed with an orderly plan of liquidation and winding up of the Company outside of Bankruptcy. In the event the Company does not believe it is reasonably likely to be successful in the Investigation, it shall promptly prepare and deliver to the Investors a plan for such orderly liquidation and winding up of the Company that provides for payment of creditors and remittance of any remaining assets of the Company to the Investors in accordance with applicable law.
Bankruptcy Related Matters. (a) The Borrower will not consent to any of the following (or file any motion seeking authorization):
(i) any order which authorizes the payment of any Indebtedness (other than Indebtedness reflected in the approved Rolling Budget and any other Indebtedness approved by the Secured Parties) incurred prior to the Petition Date or the grant of “adequate protection” by the Borrower (whether payment in cash or transfer of property) with respect to any such Indebtedness which is secured by a Lien (other than adequate protection expressly provided for in the Rolling Budget); or
(ii) any order seeking authority to take any action that is prohibited by the terms of this Agreement, the Lending Order or the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement or any of the other Loan Documents, nor will it permit any of its Subsidiaries to do so.
(b) The Borrower will not, nor will it permit any of its Subsidiaries to, enter into (or file any motion seeking authorization to enter into) any support or forbearance agreement (or any supplement, amendment or other modification thereto) with respect to the RBS Facility unless such agreement (or such supplement, amendment or modification, as the case may be) is in form and substance reasonably acceptable to the Issuing Bank.
Bankruptcy Related Matters. The Borrower shall and shall cause each of the Subsidiaries to:
(a) comply in all material respects with the Orders;
(b) comply in all material respects with each order entered in connection with the Cases (other than the Orders);
(c) provide the Administrative Agent and the Lenders with reasonable access during normal business hours to Responsible Officers upon prior written notice regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to Section 9.13 herein. For the avoidance of doubt, there shall be no requirement to disclose information subject to any attorney- client privilege or similar privileges and immunities.
Bankruptcy Related Matters. (i) No pleading or application seeking certain relief adversely affecting the provision of the DIP Facilities (other than on the terms set forth herein and to be set forth more fully in the DIP Loan Documents) shall have been filed in the Bankruptcy Court by any Debtor.
(ii) Except as otherwise acceptable to the Administrative Agent and the Required Lenders, no litigation shall have been commenced by any Debtor which challenges the DIP Obligations or the Pre-Petition Credit Obligations.
(iii) The Budget shall have been received and approved by the Administrative Agent (such approval not to be unreasonably withheld).
(iv) The Cases shall have been commenced in the Bankruptcy Court and all of the first day pleadings shall be in form and substance consistent with the terms of DIP Facilities, the DIP Loan Documents and the Interim Order, shall not contain, without the written consent of the Arranger, any terms materially adverse to the rights or interests of any or all of the Arranger, Administrative Agent, the DIP Lenders, the Pre-Petition Agent or the Pre-Petition Lenders (as determined in good faith by the Arranger) and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.
(v) The Interim Order shall have been filed within five days after the commencement of the Cases.
Bankruptcy Related Matters. (a) [RESERVED].
(b) Comply in all material respects with the Joint Plan Confirmation Order, except where failure to comply could not reasonably be expected to have a Material Adverse Effect.
(c) Provide the Lenders and the Exit Loan Agent with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to customary confidentiality restrictions. Case 15-40289-rfn11 Doc 2856-6 Filed 08/02/16 Entered 08/02/16 00:28:09 Page 36 of 63 (d) [RESERVED].
