Bankruptcy Related Matters. The Borrower will and will cause each of the Guarantors and Restricted Subsidiaries to
Bankruptcy Related Matters. The Borrower will and will cause each of the other Loan Parties to:
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. (a) The Borrower shall and shall cause each of the Subsidiaries to:
Bankruptcy Related Matters. Such Loan Party shall, and shall cause each of its Subsidiaries to:
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 AP Services, LLC General Terms and Conditions 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 ser...
Bankruptcy Related Matters. (a) [RESERVED].
Bankruptcy Related Matters. The Credit Parties shall:
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:
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.
