Common use of Insolvency and Related Proceedings Clause in Contracts

Insolvency and Related Proceedings. US Company, any Subsidiary of US Company or any other Credit Party (other than an Immaterial Subsidiary) shall cease to be Solvent or shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against a Credit Party (other than an Immaterial Subsidiary) under the federal bankruptcy laws and such proceeding shall continue for more than 30 days, or a Credit Party (other than an Immaterial Subsidiary) shall make any offer of settlement, extension or composition to their respective unsecured creditors generally; or, with respect to the UK Subsidiaries: (in addition to the preceding provisions of this Section 11.08 such provisions not to be deemed to otherwise limit the following) (i) such UK Subsidiary stops or suspends or threatens or announces an intention to stop or suspend payment of its debts or is for the purpose of section 123(1) of the Insolvency Xxx 0000 of England and Wales (on the basis that the words “proved to the satisfaction of the court” are deemed omitted from section 123(1)(e)) or any other Applicable Law deemed to be unable or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent or a moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Subsidiary and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 14 days; or (B) in the case of a petition to appoint an administrator, the Administrative Agent is not satisfied that it will be discharged before it is heard; (iii) any UK Subsidiary convenes a meeting of its creditors generally or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally or in relation to a scheme of arrangement or voluntary arrangement; (iv) any UK Subsidiary enters into any negotiations for or in connection with the re-scheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties; (v) any meeting of any UK Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Subsidiary passes such a resolution; (vi) a petition is presented for the winding-up of any UK Subsidiary (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Subsidiary;

Insolvency and Related Proceedings. US Company, any Subsidiary of US Company or any other Credit Party (other than an Immaterial Subsidiary) shall cease to be Solvent or shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against a Credit Party (other than an Immaterial Subsidiary) under the federal bankruptcy laws and such proceeding shall continue for more than 30 days, or a Credit Party (other than an Immaterial Subsidiary) shall make any offer of settlement, extension or composition to their respective unsecured creditors generally; or, with respect to the UK Subsidiaries: (in addition to the preceding provisions of this Section 11.08 such provisions not to be deemed to otherwise limit the following) (i) such UK Subsidiary stops or suspends or threatens or announces an intention to stop or suspend payment of its debts or is for the purpose of section 123(1) of the Insolvency Xxx Axx 0000 of England and Wales (on the basis that the words “proved to the satisfaction of the court” are deemed omitted from section 123(1)(e)) or any other Applicable Law deemed to be unable or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent or a moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Subsidiary and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 14 days; or (B) in the case of a petition to appoint an administrator, the Administrative Agent is not satisfied that it will be discharged before it is heard; (iii) any UK Subsidiary convenes a meeting of its creditors generally or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally or in relation to a scheme of arrangement or voluntary arrangement; (iv) any UK Subsidiary enters into any negotiations for or in connection with the re-scheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties; (v) any meeting of any UK Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Subsidiary passes such a resolution; (vi) a petition is presented for the winding-up of any UK Subsidiary (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Subsidiary;

Insolvency and Related Proceedings. US CompanyBorrower, any Subsidiary of US Company Borrower or any other Credit Party (other than an Immaterial Subsidiary) shall cease to be Solvent or shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against a Borrower, any Subsidiary of Borrower or any other Credit Party (other than an Immaterial Subsidiary) under the federal bankruptcy laws and (if against Borrower, any Subsidiary of Borrower or any Credit Party the continuation of such proceeding shall continue for more than 30 days), or a Borrower, any Subsidiary of Borrower or any other Credit Party (other than an Immaterial Subsidiary) shall make any offer of settlement, extension or composition to their respective unsecured creditors generally; or, with respect to the UK SubsidiariesCredit Parties: (in addition to the preceding provisions of this Section 11.08 9.1.9, such provisions not to be deemed to otherwise limit the following) (i) such UK Subsidiary Credit Party stops or suspends or threatens or announces an intention to stop or suspend payment of its debts or is for the purpose of section 123(1) of the Insolvency Xxx 0000 Act 1986 of England and Wales (on the basis that the words “"proved to the satisfaction xx xxx xatisfaction of the court” " are deemed omitted from section 123(1)(e)) or any other Applicable Law applicable law deemed to be unable or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent or a moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Subsidiary Credit Party and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 14 days; or (B) in the case of a petition to appoint an administrator, the Administrative Agent is not satisfied that it will be discharged before it is heard; (iii) any UK Subsidiary Credit Party convenes a meeting of its creditors generally or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally or in relation to a scheme of arrangement or voluntary arrangementgenerally; (iv) any UK Subsidiary Credit Party enters into any negotiations for or in connection with the re-scheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties; (v) any meeting of any UK Subsidiary Credit Party is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Subsidiary Credit Party passes such a resolution; (vi) a petition is presented for the winding-up of any UK Subsidiary Credit Party (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Subsidiary;Credit Party.

Insolvency and Related Proceedings. US CompanyAny Borrower, any Subsidiary of US Company any Borrower which is a Loan Party or any other Credit Party Guarantor (other than an Immaterial Subsidiarythat is not a Subsidiary of Domestic Borrower) shall cease to be Solvent or shall suffer the appointment of a receiver, administrator, administrative receiver, trustee, interim receiver, sheriff, monitor, sequestrator, custodian or similar fiduciary, or shall pass or convene any meeting for the purpose of considering any resolution for winding up or administration, or shall make an assignment assignment, composition or arrangement for the benefit of creditors, or any petition for an order for relief (or similar proceedings, including, without limitation, an application for a stay order or filing of a proposal or notice of intention to make a proposal) shall be filed by or against any Borrower, any Subsidiary of any Borrower (which is a Credit Party Loan Party) or any Guarantor (other than an Immaterial Subsidiarythat is not a Subsidiary of Domestic Borrower) under the United States federal bankruptcy laws, the Insolvency Laws of Canada, England’s Insolvency Act of 1986 or any other insolvency laws and in the United Kingdom (if against any Borrower, any Subsidiary of any Borrower (which is a Loan Party) or any Guarantor (that is not a Subsidiary of Domestic Borrower) the continuation of such proceeding shall continue for more than 30 days or, with respect to any proceeding in the United Kingdom, 14 days), or any Borrower, any Subsidiary of any Borrower (which is a Credit Party Loan Party) or any Guarantor (other than an Immaterial Subsidiarythat is not a Subsidiary of Domestic Borrower) shall make any offer of settlement, extension or composition to their respective unsecured creditors generally; or, with . With respect to the UK Subsidiaries: (in addition to the preceding provisions of this Section 11.08 such provisions not to be deemed to otherwise limit the following) (i) such UK Subsidiary stops or suspends or threatens or announces an intention to stop or suspend payment of its debts or is for the purpose of section 123(1) of the Insolvency Xxx 0000 of England and Wales (on the basis that the words “proved to the satisfaction of the court” are deemed omitted from section 123(1)(e)) Guarantors or any other Applicable Law deemed to be unable or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent Subsidiary of Domestic Borrower (which is a Loan Party) organized under the laws of the United Kingdom, a petition has been presented or a moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, UK Guarantors or any UK such Subsidiary and (A) (other than in the case of a petition to appoint an administrator) administrator or receiver to which a grace period shall not apply), such petition or application is not stayed or discharged within 14 days; days or (B) in the case of a petition to appoint an administrator, the Administrative Agent is not satisfied that it will be discharged any event before it is heard; (iii) any . Notwithstanding the foregoing provisions of this Section 10.1.8, no Event of Default shall have occurred as a result of UK Subsidiary convenes a meeting of its creditors generally or proposes or makes any arrangement or composition withGuarantors ceasing to be Solvent, or any assignment for the benefit of, its creditors generally or so long as UK Guarantors are in relation to a scheme of arrangement or voluntary arrangement; (iv) any UK Subsidiary enters into any negotiations for or in connection compliance with the re-scheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties; (v) any meeting of any UK Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Subsidiary passes such a resolution; (vi) a petition is presented for the winding-up of any UK Subsidiary (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Subsidiary;Section 8.2.19.

Insolvency and Related Proceedings. US Company, any Subsidiary of US Company or any other Credit Party (other than an Immaterial Subsidiary) shall cease to be Solvent or shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against a US Credit Party (other than an Immaterial Subsidiary) under the federal bankruptcy laws and such proceeding shall continue for more than 30 days, or a Credit Party (other than an Immaterial Subsidiary) shall make any offer of settlement, extension or composition to their respective unsecured creditors generally; or, with respect to the UK Subsidiaries: (in addition to the preceding provisions of this Section 11.08 such provisions not to be deemed to otherwise limit the following) (i) such UK Subsidiary stops or suspends or threatens or announces an intention to stop or suspend payment of its debts or is for the purpose of section 123(1) of the Insolvency Xxx 0000 of England and Wales (on the basis that the words “proved to the satisfaction of the court” are deemed omitted from section 123(1)(e)) or any other Applicable Law deemed to be unable or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent or a moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Subsidiary and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 14 days; or (B) in the case of a petition to appoint an administrator, the Administrative Agent is not satisfied that it will be discharged before it is heard; (iii) any UK Subsidiary convenes a meeting of its creditors generally or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally or in relation to a scheme of arrangement or voluntary arrangementgenerally; (iv) any UK Subsidiary enters into any negotiations for or in connection with the re-scheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties; (v) any meeting of any UK Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Subsidiary passes such a resolution; (vi) a petition is presented for the winding-up of any UK Subsidiary (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Subsidiary;