Common use of Distribution on Dissolution, Liquidation, Bankruptcy or Reorganization Clause in Contracts

Distribution on Dissolution, Liquidation, Bankruptcy or Reorganization. Upon any distribution of assets of the Company upon any total or partial dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company or otherwise, (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the amounts due on or in respect of such Senior Indebtedness before the holders of the Notes are entitled to receive any direct or indirect payment or distribution on or in respect of the Notes; and (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee (except those sums to which the Trustee is entitled under Section 11.7) would be entitled except for the provisions of this Section 3.2 shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise (collectively, a "trustee in bankruptcy"), directly to the holders of Senior Indebtedness or their respective Representatives, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to or to be held as collateral for the payment or prepayment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale or conveyance of its property or assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article 10 shall not be deemed a dissolution, winding up, liquidation or reorganization of the Company for the purposes of this Article 3 if such other corporation shall, as a part of such consolidation, merger, sale or conveyance, comply with the conditions stated in Article 10. If the Trustee or any holder of Notes does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness (or its Representative) is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such holder of Notes.

Distribution on Dissolution, Liquidation, Bankruptcy or Reorganization. Upon any distribution of assets of the Company Multicare upon any total or partial dissolution, winding up, liquidation or reorganization of the CompanyMulticare, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company Multicare or otherwise, (a) the holders of all Guarantor Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to each holder of the Guarantor Senior Indebtedness, in any other manner, of all amounts and obligations due on or in respect of such all Guarantor Senior Indebtedness before the holders of the Notes Holders are entitled to receive any direct or indirect payment or distribution of any kind or character (excluding securities of Multicare provided for in a plan of reorganization with respect to Multicare approved by the bankruptcy court that are equity securities or are subordinated in right of payment to all Guarantor Senior Indebtedness to the same extent as, or to a greater extent than, the Multicare Senior Subordinated Guaranty is so subordinated as provided in this Article; such securities are hereinafter collectively referred to as "Multicare Permitted Junior Notes") on account of principal of, premium, if any, or in respect interest on the Notes (including any payment or other distribution which may be received from the holders of the Notes; andGuarantor Subordinated Indebtedness as a result of any payment on such Guarantor Subordinated Indebtedness); (b) any payment or distribution of assets of the Company Multicare or any Subsidiary of Multicare of any kind or character, whether in cash, property or securitiessecurities (excluding Multicare Permitted Junior Notes), by set-off or otherwise, to which the holders of the Notes Holders or the Trustee (except those sums to which the Trustee is entitled under Section 11.7) would be entitled except but for the provisions of this Section 3.2 Article (including any payment or other distribution which may be received from the holders of Guarantor Subordinated Indebtedness as a result of any payment on such Guarantor Subordinated Indebtedness) shall be paid by the liquidating trustee or agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise (collectively, a "trustee in bankruptcy")otherwise, directly to the holders of Guarantor Senior Indebtedness or their respective Guarantor Senior Representative or Representatives, ratably according to the aggregate amounts remaining unpaid on account of such the Guarantor Senior Indebtedness held or represented by each, for application to the extent necessary to make payment in full in cash, Cash Equivalents or in any other form acceptable to be held as collateral for the payment or prepayment each, of such all Guarantor Senior Indebtedness until all such Senior Indebtedness shall have been paid in full remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section 3.02, the Trustee or any Holder shall have received any payment or distribution of assets of Multicare or any Subsidiary of Multicare of any kind or character, whether in cash, property or securities (excluding Multicare Permitted Junior Notes), in respect of principal, premium, if any, and interest on the Notes before all Guarantor Senior Indebtedness is paid in full in cash, then and in such event, such payment or distribution (including any payment or other distribution which may be received from the holders of Guarantor Subordinated Indebtedness as a result of any payment on such Guarantor Subordinated Indebtedness) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of Multicare for application to the payment of all Guarantor Senior Indebtedness remaining unpaid to the extent necessary to pay all Guarantor Senior Indebtedness in full in cash, Cash Equivalents or, as acceptable to each holder of Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Indebtedness or deposited with a court of competent jurisdiction. The consolidation of the Company Multicare with, or the merger of the Company Multicare into, another corporation or the liquidation or dissolution of the Company Multicare following the sale or conveyance of its property or assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article 10 Five of the Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization of the Company Multicare for the purposes of this Article 3 Three if such other corporation shall, as a part of such consolidation, merger, sale or conveyance, comply with the conditions stated in Article 10Five of the Indenture. If the Trustee or any holder of Notes Holder does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Guarantor Senior Indebtedness (or its Guarantor Senior Representative) is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such holder of NotesHolder.

Distribution on Dissolution, Liquidation, Bankruptcy or Reorganization. Upon any distribution of assets of the Company Issuer upon any total or partial dissolution, winding up, liquidation or reorganization of the CompanyIssuer, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company Issuer or otherwise, (a) the The holders of all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to each holder of the Senior Indebtedness, in any other manner, of all amounts and obligations due on or in respect of such all Senior Indebtedness before the holders of the Notes Holders are entitled to receive any direct or indirect payment or distribution on of any kind or in respect character (excluding securities of the Issuer provided for in a plan of reorganization with respect to the Issuer approved by the bankruptcy court that are equity securities or are subordinated in right of payment to all Senior Indebtedness to the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article; such securities are hereinafter collectively referred to as "Permitted Junior Notes") on account of principal of, premium, if any, or interest on the Notes (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness); and (b) any payment or distribution of assets of the Company Issuer or any Subsidiary of the Issuer of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Junior Notes), by set-off or otherwise, to which the holders of the Notes Holders or the Trustee (except those sums to which the Trustee is entitled under Section 11.7) would be entitled except but for the provisions of this Section 3.2 Article (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid by the liquidating trustee or agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise (collectively, a "trustee in bankruptcy")otherwise, directly to the holders of Senior Indebtedness or their respective Senior Representative or Representatives, ratably according to the aggregate amounts remaining unpaid on account of such the Senior Indebtedness held or represented by each, for application to the extent necessary to make payment in full in cash, Cash Equivalents or in any other form acceptable to be held as collateral for the payment or prepayment each, of such all Senior Indebtedness until all such Senior Indebtedness shall have been paid in full remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or any Holder shall have received any payment or distribution of assets of the Issuer or any Subsidiary of the Issuer of any kind or character, whether in cash, property or securities (excluding Permitted Junior Notes), in respect of principal, premium, if any, and interest on the Notes before all Senior Indebtedness is paid in full in cash, then and in such event, such payment or distribution (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Issuer for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, Cash Equivalents or, as acceptable to each holder of Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness or deposited with a court of competent jurisdiction. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another corporation or the liquidation or dissolution of the Company Issuer following the sale or conveyance of its property or assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article 10 Five shall not be deemed a dissolution, winding up, liquidation or reorganization of the Company Issuer for the purposes of this Article 3 Eleven if such other corporation shall, as a part of such consolidation, merger, sale or conveyance, comply with the conditions stated in Article 10Five. If the Trustee or any holder of Notes Holder does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness (or its Senior Representative) is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such holder of NotesHolder.

Distribution on Dissolution, Liquidation, Bankruptcy or Reorganization. Upon any distribution of assets of the Company Issuer upon any total or partial dissolution, winding up, liquidation or reorganization of the CompanyIssuer, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company Issuer or otherwise, (a) the The holders of all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to each holder of the Senior Indebtedness, in any other manner, of all amounts and obligations due on or in respect of such all Senior Indebtedness before the holders of the Notes Holders are entitled to receive any direct or indirect payment or distribution on of any kind or in respect character (excluding securities of the Issuer provided for in a plan of reorganization with respect to the Issuer approved by the bankruptcy court that are equity securities or are subordinated in right of payment to all Senior Indebtedness to the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article; such securities are hereinafter collectively referred to as "Permitted Junior Notes") on account of principal of, premium, if any, or interest on the Notes (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness); and (b) any payment or distribution of assets of the Company Issuer or any Subsidiary of the Issuer of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Junior Notes), by set-off or otherwise, to which the holders of the Notes Holders or the Trustee (except those sums to which the Trustee is entitled under Section 11.7) would be entitled except but for the provisions of this Section 3.2 Article (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid by the liquidating trustee or agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise (collectively, a "trustee in bankruptcy")otherwise, directly to the holders of Senior Indebtedness or their respective Senior Representative or Representatives, ratably according to the aggregate amounts remaining unpaid on account of such the Senior Indebtedness held or represented by each, for application to the extent necessary to make payment in full in cash, Cash Equivalents or in any other form acceptable to be held as collateral for the payment or prepayment each, of such all Senior Indebtedness until all such Senior Indebtedness shall have been paid in full remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or any Holder shall have received any payment or distribution of assets of the Issuer or any Subsidiary of the Issuer of any kind or character, whether in cash, property or securities (excluding Permitted Junior Notes), in respect of principal, 77 premium, if any, and interest on the Notes before all Senior Indebtedness is paid in full in cash, then and in such event, such payment or distribution (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Issuer for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, Cash Equivalents or, as acceptable to each holder of Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness or deposited with a court of competent jurisdiction. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another corporation or the liquidation or dissolution of the Company Issuer following the sale or conveyance of its property or assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article 10 Five shall not be deemed a dissolution, winding up, liquidation or reorganization of the Company Issuer for the purposes of this Article 3 Eleven if such other corporation shall, as a part of such consolidation, merger, sale or conveyance, comply with the conditions stated in Article 10Five. If the Trustee or any holder of Notes Holder does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness (or its Senior Representative) is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such holder of NotesHolder.