Finance and Sale Issues Sample Clauses

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees tha...
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Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.
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Finance and Sale Issues. 19 6.2 Relief from the Automatic Stay................................................................ 20
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Finance and Sale Issues. Until the Discharge Date has occurred, if the Borrower or any other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the Collateral Agent (acting in accordance with a direction of the Required First Lien Secured Parties) shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the Collateral Agent or any other creditor has a Lien or to permit the Borrower or any other Loan Party to obtain financing, whether from the Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each Secured Party agrees that it will raise no objection to such Cash Collateral use or DIP Financing; provided that (a) notwithstanding the foregoing, each Secured Debt Representative and each Secured Party retains the right to object to any ancillary agreements or ancillary arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (b) the DIP Financing (i) does not compel the Borrower or any Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (ii) the DIP Financing document or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order.
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Finance and Sale Issues. If Grantor shall become subject to a case under the Bankruptcy Code and if, as debtor-in-possession, Grantor moves for approval of a DIP Financing (i) to be provided in good faith by the First Lien Agent or any First Lien Claimholders and that provides for a DIP Financing in equivalent amounts (but in no event in an aggregate principal amount that, together with the aggregate amount of First Lien Principal Obligations outstanding after giving effect to the application of proceeds of such DIP Financing, would exceed $10,000,000), and at pricing levels (including fees, interest rate and other costs) and on other terms and conditions (including representations, warranties, covenants and events of default) no less favorable to Grantor than that then reasonably obtainable from other Persons, the Second Lien Agent and each Second Lien Claimholder agree that no objection will be raised by the Second Lien Agent or such Second Lien Claimholder to such DIP Financing, provided that the aggregate principal amount thereof, together with the aggregate amount of First Lien Principal Obligations outstanding after giving effect to the application of proceeds of such DIP Financing, shall not exceed $10,000,000 at any time outstanding or (ii) to be provided in good faith by the Second Lien Agent or any Second Lien Claimholders, which DIP Financing either (x) does not provide for or have the benefit of any priming Lien having priority over the Liens in favor of the First Lien Agent or the First Lien Claimholders in the Common Collateral, or (y) provides for a DIP Financing in equivalent amounts, and at pricing levels (including fees, interest rate and other costs) and on other terms and conditions (including representations, warranties, covenants and events of default) no less favorable to Grantor than that then reasonably obtainable from other Persons, the First Lien Agent and each First Lien Claimholder agrees that no objection will be raised by the First Lien Agent or such First Lien Claimholder to such DIP Financing.
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Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if the Borrower or any Guarantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent (acting at the direction of the Required First Lien Lenders) shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”), on which the First Lien Collateral Agent or any other creditor has a Lien, then the Collateral Agents, the First Lien Administrative Agent (on behalf of itself and the First Lien Lender Parties), each First Lien Commodity Hedge Counterparty, the Second Lien Collateral Agent (on behalf of itself and the Second Lien Secured Parties), each Second Lien Commodity Hedge Counterparty and each other Secured Party agrees that it will raise no objection to such Cash Collateral use so long as each such Secured Debt Representative and Secured Party retains the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use that are materially prejudicial to their interests.
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Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Common
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Finance and Sale Issues. Until the Discharge of Senior Obligations and the BET Obligations has occurred, if the Borrower or any other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the Senior Agent shall desire to permit the use of cash collateral on which the Senior Agent or any other creditor has a Lien or to permit the Borrower or any other Loan Party to obtain financing, whether from the Senior Secured Parties or any other entity, under Section 363 or Section 364 of Title 11 of the United States Code of any similar Bankruptcy Law (each a “DIP Financing”), then the Secured Parties agree that they will raise no objection to such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the Senior Agent or to the extent permitted by Section 6.5(c)) and, to the extent the Liens securing the Senior Obligations and/or BET Obligations are subordinated or pari passu with such DIP Financing, the Secured Parties will subordinate their Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto).
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  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

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