Bankruptcy Waivers Sample Clauses

Bankruptcy Waivers. Each Secured Party and Agent agrees that this Agreement shall be enforceable in any Insolvency Proceeding with respect to an Obligor or other proceeding with respect to an Obligor, and that in connection therewith it will not: (A) challenge the validity or priority of any Lien securing any of the Secured Obligations, provided such Lien is held in accordance with this Agreement and the payment and lien priorities set forth herein, (B) seek to avoid any Secured Obligation, any payment on any Secured Obligation, any Lien in the Shared Collateral securing any of the Secured Obligations, or any other transfer on account of any Secured Obligation, as a preference, fraudulent transfer or conveyance, or other similar action, (C) seek or obtain adequate protection pursuant to Sections 362, 363 or 364 of the Bankruptcy Code or otherwise (whether by way of replacement liens, administrative priority claims, or otherwise) in respect of any Shared Collateral that is in conflict with the payment or lien priorities set forth in this Agreement, such adequate protection to be deemed proceeds of the Shared Collateral and to be held and applied in accordance with the payment and lien priorities set forth herein, (D) without the consent of the Required Revolver Lenders, provide any debtor-in-possession or other post-petition financing pursuant to Section 364 of the Bankruptcy Code or otherwise, that purports to prime or be pari passu with the Priority Revolver Obligations or the Senior Liens securing the Priority Revolver Obligations, (E) object to any sale of any of the Borrowing Base Collateral to the extent such sale is otherwise expressly permitted by the terms of this Agreement, (F) seek equitable subordination of any of the Secured Obligations or the Liens securing any of the Secured Obligations, or (G) challenge the validity or enforceability of any term or provision of this Agreement.
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Bankruptcy Waivers. (a) The Borrower Parties stipulate that the cumulative effect of this Amendment and the restructuring of the Borrower’s financial affairs made possible by this Amendment will provide the Borrower with a comprehensive financial restructuring which could have been realized in a plan of reorganization under Chapter 11 of the Bankruptcy Code. The restructuring of the Borrower’s obligations pursuant to this Amendment will successfully effectuate a restructuring of the Loan and that the performance of all other terms and conditions under the Loan Agreement and other Loan Documents is feasible, realistic and achievable. (b) The Lender has no obligation to, and does not intend to agree to, accept any subsequent restructuring proposal or make any subsequent loans or other financial accommodations to the Borrower. The Lender has not, directly or indirectly, encouraged any Borrower Party to anticipate or expect any favorable consideration of any future business plans or requests for additional modifications, amendments or supplements of or to the Loan Agreement or any of the other Loan Documents. The Borrower Parties acknowledge and agree that the Lender’s present objectives and goals may include, without limitation, insistence upon the full, timely and strict compliance with all terms and conditions of the Loan Agreement and other Loan Documents, and a refusal to consider or accept any subsequent proposals for restructuring or modifications of the Loan Agreement or any of the other Loan Documents. The Borrower Parties further acknowledge that, in order to perform all of the terms and conditions of the Loan Agreement and other Loan Documents, it is possible that they may in the future be required to liquidate assets or implement business plans to raise additional capital, even though such conduct may ultimately diminish the long-term going concern potential of their business enterprise or reduce the expectation of future liquidity or equity value available to the Borrower, their Members and ultimate equity owners. The Borrower Parties willingly accept such risks and contingencies, and agree that the obligations under the Loan Agreement and other Loan Documents shall remain unconditional and absolute notwithstanding such risks and contingencies. (c) The Borrower Parties hereby represent and warrant that they have no present intention to currently or in the future file a voluntary petition for bankruptcy under any chapter of the Bankruptcy Code, or any other proceeding...
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Bankruptcy Waivers. The Company and each of its Subsidiaries waives, to the fullest extent permitted by applicable law, all claims, remedies, defenses or courses of action arising under Sections 506, 510, 543, 544, 545, 547, 548, 549 and 553 as it relates to this Agreement and the other Note Documents.
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Bankruptcy Waivers. (a) In entering into this Amendment, Borrower and Bank hereby stipulate, acknowledge and agree that Bank gave up valuable rights and agreed to forbear from exercising legal remedies available to it in exchange for the promises, representations, acknowledgments and warranties of Borrower as contained herein and that Bank would not have entered into this Amendment but for such promises, representations, acknowledgments, agreements, and warranties, all of which have been accepted by Bank in good faith, the breach of which by Borrower in any way, at any time, now or in the future, would admittedly and confessedly constitute cause for dismissal of any such bankruptcy petition pursuant to 11 U.S.C. Section 1112(b). (b) As additional consideration for Bank agreeing to forbear from immediately enforcing its rights and remedies under this Amendment and in the Loan Documents, including but not limited to the institution of foreclosure proceedings, Borrower agrees that in the event a bankruptcy petition under any Chapter of the Bankruptcy Code (11 U.S.C. Section 101, et seq.) is filed by or against Borrower at any time after the execution of this Amendment, Bank shall be entitled to the immediate entry of an order from the appropriate bankruptcy court granting Bank complete relief from the automatic stay imposed by Section 362 of the Bankruptcy Code (11 U.S.C. Section 362) to exercise its foreclosure and other rights, including but not limited to obtaining a foreclosure judgment and foreclosure sale, upon the filing with the appropriate court of a motion for relief from the automatic stay with a copy of this Amendment attached thereto. Borrower specifically agrees (i) that upon filing a motion for relief from the automatic stay, Bank shall be entitled to relief from the stay without the necessity of an evidentiary hearing and without the necessity or requirement of the Bank to establish or prove the value of the Collateral, the lack of adequate protection of its interest in the Collateral, or the lack of equity in the Collateral; (ii) that the lifting of the automatic stay hereunder by the appropriate bankruptcy court shall be deemed to be "for cause" pursuant to Section 362(d)(1) of the Bankruptcy Code (11 U.S.C. Section 362(d)(1)); and (iii) that Borrower will not directly or indirectly oppose or otherwise defend against Bank's efforts to gain relief from the automatic stay, and (iv) Bank shall be entitled to recover from Borrower all of Bank's costs and expenses (...
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Bankruptcy Waivers. As an inducement to Equity Office's agreement to enter into this Agreement and the other Operative Documents, Inktomi has agreed to waive any and all rights to reject and/or disaffirm this Agreement or the other Operative Documents, or any portion thereof, pursuant to Sections 363 and 365 of the United States Bankruptcy Code and under any other laws and regulations providing debtors with relief from creditor's rights and remedies. Inktomi likewise waives any and all rights to reject and/or disaffirm the Note, the Note Deed of Trust or the Participation Deed of Trust, and/or to sell the Bayside Project free and clear of the Note Deed of Trust or the Participation Deed of Trust pursuant to Sections 363 and 365 of the United States Bankruptcy Code, as amended or recodified, and under any other laws and regulations providing debtors with relief from creditor's rights and remedies.
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Bankruptcy Waivers 
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Related to Bankruptcy Waivers

  • Bankruptcy Matters No party to this Agreement shall take any action to cause the Depositor or the Issuer to dissolve in whole or in part or file a voluntary petition or otherwise initiate proceedings to have the Depositor or the Issuer adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Depositor or the Issuer, or file a petition seeking or consenting to reorganization or relief of the Depositor or the Issuer as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Depositor or the Issuer; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Depositor or the Issuer or of all or any substantial part of the properties and assets of the Depositor or the Issuer, or cause the Issuer to make any general assignment for the benefit of creditors of the Depositor or the Issuer, or take any action in furtherance of any of the above actions.

  • Bankruptcy Petition Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes or other indebtedness of each 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 Provisions Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

  • Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings If an Event of Default specified under Sections 9.1.1 through 9.1.10 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and

  • No Bankruptcy Petition Each Underwriter agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Company or by a trust for which the Company was the depositor, which securities were rated by any nationally recognized statistical rating organization, it will not institute against, or join any other person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any Federal or state bankruptcy or similar law.

  • Bankruptcy; Insolvency The Lessee agrees that in the event all or a substantial portion of the Lessee’s assets are placed in the hands of a receiver or a Trustee, and such status continues for a period of 30 days, or should the Lessee make an assignment for the benefit of creditors or be adjudicated bankrupt; or should the Lessee institute any proceedings under the bankruptcy act or any amendment thereto, then such Lease or interest in and to the leased Premises shall not become an asset in any such proceedings and, in such event, and in addition to any and all other remedies of the Lessor hereunder or by law provided, it shall be lawful for the Lessor to declare the term hereof ended and to re-enter the leased land and take possession thereof and all improvements thereon and to remove all persons therefrom and the Lessee shall have no further claim thereon.

  • Bankruptcy or Insolvency (i) If Lessee shall become a debtor in a case filed under Chapter 7 or Chapter 11 of the Bankruptcy Code and Lessee or Lessee's trustee shall fail to elect to assume this Lease within 60 days after the filing of such petition or such additional time as provided by the court, this Lease shall be deemed to have been rejected. Immediately thereupon, Lessor shall be entitled to possession of the Premises without further obligation to Lessee or Lessee's trustee, and this Lease, upon the election of Lessor, shall terminate, but Lessor's right to be compensated for damages (including, without limitation, liquidated damages pursuant to any provision hereof) or the exercise of any other remedies in any such proceeding shall survive, whether or not this Lease shall be terminated. (ii) An assumption of this Lease in accordance with Section 7.02(f)(i) shall not limit Lessor's right to declare an Event of Default hereunder and exercise any and all remedies available to it if, at any time after such assumption, Lessee is liquidated or files or has filed against it a subsequent petition under Chapter 7 or Chapter 11 of the Bankruptcy Code. (iii) When, pursuant to the Bankruptcy Code, Lessee's trustee or the debtor-in-possession shall be obligated to pay reasonable use and occupancy charges for the use of the Premises, such charges shall not be less than the Basic Rent, Additional Rent and other sums payable by Lessee under this Lease. (iv) Neither the whole nor any portion of Lessee's interest in this Lease or its estate in the Premises shall pass to any trustee, receiver, assignee for the benefit of creditors or any other person or entity, by operation of law or otherwise under the laws of any state having jurisdiction of the person or property of Lessee, unless Lessor shall have consented to such transfer. No acceptance by Lessor of rent or any other payments from any such trustee, receiver, assignee, person or other entity shall be deemed to constitute such consent by Lessor nor shall it be deemed a waiver of Lessor's right to terminate this Lease for any transfer of Lessee's interest under this Lease without such consent. (v) In the event of an assignment of Lessee's interests pursuant to this Section, the right of any assignee to extend the Lease Term shall be extinguished.

  • Bankruptcy, etc (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

  • 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

  • Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings (a) This Agreement, which the parties acknowledge shall be a subordination agreement subject to Section 510 of the Bankruptcy Code, shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Borrower or any of its subsidiaries. (b) If any Pledgor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code, whether voluntary or involuntary, and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Secured Party agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless any Controlling Secured Party, or an Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01 of this Agreement, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection is applied pursuant to Section 2.01 of this Agreement; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.

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