Insolvency Filing. The parties hereto agree that, notwithstanding anything to the contrary in the Agreement or the Definitions, the Transaction constitutes a contract to issue a security of the Company as contemplated by Section 365(c)(2) of the Bankruptcy Code and that the Transaction and the obligations and rights of the Company and Forward Purchaser (except for any liability as a result of breach of any of the representations or warranties provided by the Company above under the headings “Representations, Warranties and Agreements of the Company” and “Covenants of the Company”) shall immediately terminate, without the necessity of any notice, payment (whether directly, by netting or otherwise) or other action by the Company or Forward Purchaser, if, on or prior to the final Settlement Date, an Insolvency Filing occurs or any other proceeding commences with respect to the Company under the Bankruptcy Code (a “Bankruptcy Termination Event”).
Appears in 4 contracts
Samples: Equity Distribution Agreement (Sabra Health Care REIT, Inc.), Equity Distribution Agreement (NETSTREIT Corp.), Equity Distribution Agreement (Sabra Health Care REIT, Inc.)
