Debtor Relief Proceedings Sample Clauses

Debtor Relief Proceedings. Each of the Wholly-Owned Consolidated Subsidiaries, which owns a Qualifying Unencumbered Property or a lien described in subparagraph h of the definition of Permitted Liens, constitutes an essential asset of the Borrower, and if the Borrower shall ever voluntarily seek the benefits of any Debtor Relief Law, then the Borrower shall contemporaneously therewith, to the extent such entities are legally entitled to such relief, cause each such Wholly-Owned Consolidated Subsidiary to seek such relief. If any individual Wholly-Owned Consolidated Subsidiary, which owns a Qualifying Unencumbered Property or a lien described in subparagraph h of the definition of Permitted Liens, shall ever voluntarily seek the benefits of any Debtor Relief Law, then the Borrower shall contemporaneously therewith, to the extent the Borrower is legally entitled to such relief, seek such relief and cause each of the other Wholly- Owned Consolidated Subsidiaries, which owns a Qualifying Unencumbered Property or a lien described in subparagraph h of the definition of Permitted Liens, to seek such relief to the extent such entities are legally entitled to such relief.
Sample 1
AutoNDA by SimpleDocs
Debtor Relief Proceedings. Notwithstanding any other provision contained in this Agreement or the Loan Documents, the Borrower, Related Parties and the Lender agree that the following provisions will be applicable if bankruptcy, reorganization, liquidation, conservatorship, receivership or similar proceedings, including a Bankruptcy Proceeding, under any state or federal law now or hereafter in effect are commenced by or against the Borrower or any Related Party or if the Borrower or any Related Party otherwise commences any action to restrain, enjoin or otherwise impede the Lender’s exercise of the remedies afforded to Lender under the Loan Documents at law or in equity (collectively, a “Debtor Relief Proceeding”):
Sample 1
Debtor Relief Proceedings. Borrower shall notify Lender immediately of the filing of any petition, case, proceeding or other action against Borrower or Guarantor or any of the Property under any Debtor Relief Law. Borrower agrees that any transfer, encumbrance or other use of any security (or any proceeds of such security) for the Loan after the filing of any such petition or other action and without specific written consent of Lender shall constitute a conversion of Lender's right, title and interest in said security or the proceeds thereof, as the case may be.
Sample 1
Debtor Relief Proceedings. Each of the Obligors specifically ------------------------- acknowledges and represents that one of the purposes of this Agreement is to provide them and their respective Affiliates with the opportunity to reorganize their respective affairs in lieu of filing a petition for relief pursuant to any Bankruptcy Law or instituting any other action or proceeding under any other Law seeking to restrain, enjoin or otherwise impede the exercise of the Agent's or any of the Lenders' respective rights or remedies. Accordingly, each of them further expressly warrants and covenants that: 2.9.1 none of the Obligors or any of their respective Affiliates shall (a) file for relief, protection or reorganization under or otherwise seek to take advantage of any Bankruptcy Law or other Law, or (b) cause to occur any act or omission (including, without limitation, making any assignment for the benefit of their respective creditors) enabling any of their creditors to invoke any Bankruptcy Law or other Law, or (c) commence or acquiesce to the commencement of any other proceeding attempting to repudiate, contest or challenge, or seeking to set aside, enjoin, restrain or overturn, or otherwise endeavoring to impede, interfere with or impair Pilgrim's or the Agent's exercise or attempted exercise of any of the rights, powers or remedies afforded to them hereunder or under any of the other Loan Documents (as the same will be modified pursuant to the terms and conditions of Article III below if the Closing referred to in Paragraph 4.1 below occurs) or at Law or in equity (collectively, "Debtor Relief Proceedings" and individually, a "Debtor Relief Proceeding"); 2.9.2 however, if there shall be filed by or against any of the Obligors (or by or against any of their respective Affiliates) any Debtor Relief Proceeding, then each of the Obligors covenants to agree with and adopt, consent to, include and/or take (and not to contest, dispute or challenge the assertion and/or taking by Pilgrim or the Agent of), and to cause each of their respective Affiliates to agree with and adopt, consent to, include and/or take (and not to contest, dispute or challenge the assertion and/or taking by Pilgrim or the Agent of), the following actions and/or positions therein: 2.9.2.1 the continued enforceability of the terms and conditions of this Agreement shall be made an integral part of each and every plan of reorganization ("Plan") or order of discharge or other relief ("Discharge") submitted, sought, co...
Sample 1
Debtor Relief Proceedings. The Loan Parties shall notify Lender immediately of the filing of any petition, case, proceeding or other action against Borrower, any other Loan Party or any of the Collateral under any Debtor Relief Law. Each Loan Party agrees that any transfer, encumbrance or other use of any security (or any proceeds of such security) for the Loan after the filing of any such petition or other action and without specific written consent of Lender shall constitute a conversion of Lender's right, title and interest in said security or the proceeds thereof, as the case may be.
Sample 1

Related to Debtor Relief Proceedings

  • 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

  • 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;

  • Insolvency; Voluntary Proceedings The Borrower or any Material Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or

  • Debtor Relief Any Company (a) is not Solvent, (b) fails to pay its Liabilities generally as they become due, (c) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, or (d) becomes a party to or is made the subject of any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise adversely affect the Rights of any Credit Party granted in the Loan Documents (unless, if the proceeding is involuntary, the applicable petition is dismissed within sixty (60) days after its filing).

  • 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

  • Insolvency Proceedings, Etc Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

  • No Bankruptcy Proceedings No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders the liquidation of the Company or any of its Subsidiaries.

  • Insolvency Proceedings In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

  • Insolvency or Liquidation Proceedings Upon any payment or distribution of the assets of the Note Issuer or any other Grantor to creditors in connection with an Insolvency or Liquidation Proceeding: (a) the First Lien Claimholders shall be entitled to the prior indefeasible Discharge of First Lien Obligations in cash before the Second Lien Claimholders shall be entitled to receive any payment or distribution from any source (whether or not from the Notes Issuer or any other Grantor) of any kind (whether in cash, Equity Interests or otherwise) in respect of the Second Lien Obligations; (b) until the prior indefeasible Discharge of First Lien Obligations has occurred, any payment or distribution from any source (whether or not from the Notes Issuer or any other Grantor) of any kind (whether in cash, Equity Interests or otherwise) to which the Second Lien Claimholders would be entitled but for the subordination provisions of this Agreement shall be made to the First Lien Collateral Agent for the benefit of the First Lien Claimholders, except that Second Lien Claimholders may receive Permitted Junior Securities; provided, that, if such payments are in a form other than cash or cash equivalents (the “Non-Cash Consideration”), the First Lien Collateral Agent, for the benefit of the First Lien Claimholders, shall be authorized to monetize such Non-Cash Consideration (other than Permitted Junior Securities) in its sole discretion and any cash proceeds shall be applied to the First Lien Obligations as provided herein. The application of such cash proceeds shall reduce the First Lien Obligations only to the extent of the actual cash payment indefeasibly received by the First Lien Claimholders, net of fees, costs and commissions; and (c) if any payment or distribution from any source (whether or not from the Notes Issuer or any other Grantor) of any kind is made to the Second Lien Collateral Agent or any Second Lien Claimholders in respect of the Second Lien Obligations that, pursuant to this Agreement, should not have been made to them, such Second Lien Claimholders shall hold such payments or distributions in trust for the First Lien Claimholders and immediately pay and/or deliver such payments or distributions over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders.

  • No Insolvency Proceedings No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries, nor are any such proceedings contemplated by the Company or any of the Company Subsidiaries.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!