BANKRUPTCY RELATED PROVISIONS. (a) The parties hereby agree and intend that this Agreement is an executory contract governed by Section 365 of the Bankruptcy Code.
(b) In the event of Licensee's bankruptcy, the parties intend that any royalties payable under this Agreement during the bankruptcy period be deemed administrative claims under the Bankruptcy Code because the parties recognize and agree that the bankruptcy estate's enjoyment of this Agreement will (i) provide a material benefit to the bankruptcy estate during its reorganization and (ii) deny Licensor the benefit of the exploitation of the rights through alternate means during the bankruptcy.
(c) The parties acknowledge and agree that any delay in the decision of trustee of the bankruptcy estate to assume or reject the Agreement (the "Decision Period") materially xxxxx Licensor by interfering with Licensor's ability to alternatively exploit the rights granted under this Agreement during a Decision Period of uncertain duration. The parties recognize that arranging appropriate alternative exploitation would be a time consuming and expensive process and that it is unreasonable for Licensor to endure a Decision Period of extended uncertainty. Therefore, the parties agree that the Decision Period shall not exceed [*] days. Notwithstanding the foregoing, nothing herein shall prohibit Licensor from seeking relief from a bankruptcy court at any time, including during such [*] day period.
(d) Licensor, in its interest to safeguard its valuable interests (including, without limitation, its intellectual property rights in the Licensed Property), has relied on the particular skill and knowledge base of Licensee, for, among other reasons, those set forth in Paragraph 1(j) above.
BANKRUPTCY RELATED PROVISIONS. (a) Tenant filed a voluntary petition for relief (the “Bankruptcy”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and, as of the date hereof, Tenant continues to operate its business as a debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. The terms of this Amendment shall be effective upon the earlier of (i) Bankruptcy Court approval of this Amendment and (ii) the date of full execution of this Amendment by Landlord and Tenant (“Modification Effective Date”), provided that it shall be a condition subsequent to the effectiveness of this Amendment that the Bankruptcy Court enter an order (the “Approval Order”) (which may be included in the order confirming Tenant’s filed plan of reorganization (the “Plan”)) approving assumption of the Lease as amended by this Amendment, which Approval Order has become final and non-appealable.
(b) Upon Bankruptcy Court approval of this Amendment, Tenant shall immediately pay to Landlord any and all Rental amounts due and owing under the Lease as may be outstanding as of the date of such Bankruptcy Court approval; provided that Tenant and Landlord agree that no such Rental amounts are due and owing as of the date of execution of this Amendment (inasmuch as on such date Bankruptcy Court approval of this Amendment has not been obtained).
(c) Tenant hereby declares that, subject to approval of the Bankruptcy Court of assumption of the Lease as modified by this Amendment, for so long as the Bankruptcy Court retains jurisdiction over Tenant, all amounts due and payable by Tenant under, pursuant to or in connection with the Lease as modified by this Amendment shall be treated as an administrative expense of Tenant and its estate pursuant to Sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code. 1301 XXXXXXXX/KEY ENERGY SERVICES, INC. 24th Amendment
(d) Landlord shall reasonably assist and cooperate with Tenant in obtaining approval by the Bankruptcy Court of assumption of the Lease as modified herein.
(e) Landlord further agrees (i) not to oppose assumption of the Lease as amended herein pursuant to the Plan or court order, and (ii) that no cure amount shall be due and owing in respect of such amended Lease so long as Tenant is current on its obligations under the Lease as amended.
BANKRUPTCY RELATED PROVISIONS. (a) The Corporation hereby warrants and represents that it does not intend, by executing and delivering this Agreement or any other document contemplated herein, or by entering into any of the other transactions referred to in this Agreement, does so without the intent to hinder, delay or defraud any person or entity to whom the Corporation is indebted or shall become indebted. The Corporation further represents that it is entering into this Agreement to enable the Corporation to secure financing for the Corporation. If the Corporation is unable to obtain financing for its ongoing business even after entering into this Agreement, then the Parties acknowledge that bankruptcy may be an alternative for the Corporation, and nothing herein shall be deemed to prevent the board of directors of the Corporation from exercising its discretion to act in the best interests of the Corporation, which could include filing a voluntary insolvency, bankruptcy or similar proceeding.
(b) The Corporation is solvent and the actions contemplated in this Agreement shall not result in the Corporation becoming insolvent; however, the Parties acknowledge that the Corporation has included a “going concern note” in its most recent financial statements, and requires additional financing to continue as a going concern.
BANKRUPTCY RELATED PROVISIONS. Without limiting the generality of any provision of this Mortgage, if a proceeding under Chapter 11 of Title 11 of the United States Code (as amended, the “Bankruptcy Code”) is commenced by or against Mortgagor, then, pursuant to Section 552(b)(2) of said Bankruptcy Code, the security interest granted by this Mortgage shall automatically extend to all Rents acquired by Mortgagor after the commencement of the case and such Rents shall constitute cash collateral under Section 363(a) of said Bankruptcy Code.
BANKRUPTCY RELATED PROVISIONS. Section 10.1 For purposes of this Article X, (a) the term "GKK Stars" shall mean GKK Stars Acquisition LLC and its subsidiaries and (b) the term "Proceeding" shall mean any proceeding, whether voluntary or involuntary, against GKK Stars or its direct or indirect subsidiaries for relief, protection, reorganization, liquidation, dissolution, or similar relief for debtors under any local, state, federal, or other insolvency law or laws providing relief for debtors, including but not limited to a case under Title 11 of the United States Code, as amended (the "Bankruptcy Code"), the appointment of a receiver, trustee, custodian, or other similar official for GKK Stars or for all or any substantial part of its assets, a general assignment for the benefit of creditors, or any proceeding seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of GKK Star's assets.
BANKRUPTCY RELATED PROVISIONS. (a) Without limiting the generality of any provision of this Mortgage, if a proceeding under Chapter 11 of Title 11 of the United States Code (as amended, the “Bankruptcy Code”) is commenced by or against Mortgagor, then, pursuant to Section 552(b)(2) of said Bankruptcy Code, the security interest granted by this Mortgage shall automatically extend to all Rents acquired by Mortgagor after the commencement of the case and such Rents shall constitute cash collateral under Section 363(a) of said Bankruptcy Code.
(b) During the continuance of any Event of Default, Mortgagee shall have the right, but shall not be obligated, to file, in its own name or on behalf of Mortgagor, any proof of claim or any bankruptcy or insolvency proceeding in which the debtor is a lessee under a Lease or a guarantor thereof.
BANKRUPTCY RELATED PROVISIONS. (a) The parties hereby agree and intend that this Agreement is an executory contract governed by Section 365 of the Bankruptcy Code and that the rights granted hereunder by TPR to Publisher are a license to intellectual property governed by Section 365(n).
(b) The parties acknowledge that Publisher as Proprietor’s exclusive licensee of the Works has made significant investments into its ability to exploit the copyrighted Works using the TPR Trademark as part of the title of the Works and that any decision of the trustee of a bankruptcy estate to reject this Agreement could materially harm Publisher by interfering with Publisher’s ability to fully exploit the rights granted under this Agreement. The Parties therefore agree that if this Agreement is rejected in connection with a bankruptcy case, regardless of whether Publisher exercises its rights under Section 365(n) of the Bankruptcy Code, and Publisher treats the Agreement as terminated, Publisher shall be entitled to sell-off all inventory as set forth in paragraph 25(b).
BANKRUPTCY RELATED PROVISIONS. (a) Pre-Petition Waiver of Automatic Stay. CTC hereby acknowledges and agrees that in the event it becomes the subject of a bankruptcy, insolvency, liquidation or similar proceeding affecting the rights of creditors under State or Federal law that it shall waive and shall not assert or seek any automatic stay (including a stay imposed by operation of 11 U.S.C. Sections 105, 362 or 366), injunction or similar bar on BA exercising its rights or remedies available to it under any of the Resale Agreements, this Amendment, applicable BA tariffs or applicable law, including terminating any of the Resale Agreements and/or this Amendment, terminating or curtailing service to CTC or CTC's customers, transferring such customers to a new service provider, terminating any license, possessory interest or lease arrangement or agreement with CTC, or repossessing any property owned by BA.
BANKRUPTCY RELATED PROVISIONS. (a) The parties hereby agree and intend that this Agreement is an executory contract governed by Section 365 of the bankruptcy Code.
(b) In the event of Licensee's bankruptcy, the parties intend that any royalties payable under this Agreement during the bankruptcy period be deemed administrative claims under the Bankruptcy Code because the parties recognize and agree that the bankruptcy estate's enjoyment of this Agreement will (i) provide a material benefit to the bankruptcy estate during its reorganization and (ii) deny Licensor the benefit of the exploitation of the rights through alternate means during the bankruptcy reorganization.
(c) The parties acknowledge and agree that any delay in the decision of trustee of the bankruptcy estate to assume or reject the Agreement (the "Decision Period") materially xxxxx Licensor by interfering with Licensor's ability to alternatively exploit the rights granted under this Agreement during a Decision Period of uncertain duration. The parties recognize that arranging appropriate alternative exploitation would be a time consuming and expensive process and that it is unreasonable for Licensor to endure a Decision Period of extended uncertainty. Therefore, the parties agree that the Decision Period shall not exceed sixty (60) days.
BANKRUPTCY RELATED PROVISIONS. (a) The parties hereby agree and intend that this Agreement is an executory contract governed by Section 365 of the Bankruptcy Code.
(b) In the event of Licensee's bankruptcy, the parties intend that any royalties payable under this Agreement during the bankruptcy period be deemed administrative claims under the Bankruptcy Code because the parties recognize and agree that the bankruptcy estate's enjoyment of this Agreement will (i) provide a material benefit to the bankruptcy estate during its reorganization. and (ii) deny Licensor the benefit of the exploitation of the rights through alternate means during the bankruptcy reorganization.
(c) The parties acknowledge and agree that any delay in the decision of trustee of the bankruptcy estate to assume or reject the Agreement (the "Decision Period") materially harmx Xxxensor by
(d) Licensor, in its interest to safeguard its valuable interests (including, without limitation, its intellectual property rights in the Licensed property), has relied on the particular skill and knowledge base of Licensee. Therefore, the parties acknowledge and agree that in a bankruptcy context this Agreement is a license of the type described by Section 365(c)(1) of the Bankruptcy Code and may not be assigned without the prior written consent of the Licensor.
