Insolvency Matters. (a) The Collateral Trustee (on behalf of the First-Out Secured Parties) and the First-Out Representative, for itself and on behalf of the First-Out Secured Parties, and the Collateral Trustee (on behalf of the First Lien Secured Parties) and the First Lien Representative for itself and on behalf of the First Lien Secured Parties, acknowledge and agree that because of, among other things, their differing rights to payment in respect of the Collateral, the First-Out Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held by a court of competent jurisdiction that the claims of the First-Out Secured Parties and the First Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions from or in respect of the Collateral hereunder shall be made as if there were separate classes of secured claims against the Grantors from or in respect of the Collateral and the First-Out Secured Parties shall be entitled to receive (subject to the provisions of Section 3.4 of this Agreement), in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, any pre-petition interest and other claims, all amounts owing in respect of any post-petition interest, fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the First Lien Secured Parties who are not the Collateral Trustee (other than distributions of Collateral pursuant to Sections 3.4(a)(II) and 3.4(a)(IV)), with the Collateral Trustee (on behalf of the First Lien Secured Parties, but not on behalf of itself) and the First Lien Secured Parties (except the Collateral Trustee) acknowledging and agreeing to turn over to the First-Out Secured Parties prior to the Discharge of First-Out Obligations (other than Excess First-Out Obligations) amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (excluding am...
Insolvency Matters. No bankruptcy, reorganization, arrangement, readjustment of debt, insolvency or other proceeding has been commenced or threatened by or against the Guarantor or consented to or acquiesced in by the Guarantor, and no judgment has been entered against the Guarantor which has not been satisfied or otherwise discharged.
Insolvency Matters. 4.1 No resolution has been taken by the board of directors or shareholders meeting (or equivalents under local Law) of any of the EDS Entities, and no Governmental Order has been formally served on any of the EDS Entities, for a general moratorium on the payment of creditors of that EDS Entity, a winding up or liquidation of that EDS entity or the appointment of a liquidator, provisional liquidator, judicial administrator or receiver (or equivalents under local Law) to that EDS Entity.
4.2 To the Seller’s Knowledge, no petition has been presented to any Governmental Authority having jurisdiction under applicable Law seeking a Governmental Order for a general moratorium on the payment of creditors of any EDS Entity, a winding up or liquidation of that EDS Entity or the appointment of a liquidator, provisional liquidator, judicial administrator or receiver (or equivalents under local Law) to the EDS Entity and, to the Seller’s Knowledge, no events have occurred which, under Law, would justify such petition or Proceedings.
Insolvency Matters. (a) All rights and licenses granted to TOO under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Title 11 of the United States Code, as amended from time to time (the “Bankruptcy Code”), a license of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that TOO will retain and may fully exercise all of their respective rights and elections as licensees of intellectual property under the Bankruptcy Code. The Parties further agree and acknowledge that enforcement by the Parties of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis.
(b) To the extent any license of rights under or pursuant to this Agreement does not constitute a license to “intellectual property” as defined under Section 101 of the Bankruptcy Code, Teekay hereby acknowledges and agrees that: (i) this Agreement is a material inducement to TOO paying Teekay the consideration due under the Investment Agreement and TOO is relying on this Agreement in connection with its business and investment planning; (ii) this Agreement gives Teekay sufficient control over the quality of the products sold by TOO; (iii) Teekay (and any debtor-in-possession or trustee of the business of Teekay) cannot and shall not attempt to reject this Agreement pursuant to Section 365 of the U.S. Bankruptcy Code or any foreign equivalent; and (iv) in the event Teekay (or any debtor-in-possession or trustee of the business of Teekay) does seek to reject this Agreement and in the event such relief is granted, (w) the rejection shall be treated merely as breach of the contract by Teekay and not its avoidance, rescission, or termination, (x) does not terminate TOO’s right to use such license (subject, in all events, to TOO’s compliance with the terms and obligations of this Agreement and Teekay’s continued enforcement and quality control rights hereunder) and has no effect upon the contract’s continued existence, (y) TOO may elect rights under Section 365(n) of the U.S. Bankruptcy Code or any foreign equivalent, and (z) TOO shall be entitled to seek other equitable treatment relating to such rejection.
Insolvency Matters. The Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they become due, or files a voluntary petition in bankruptcy, or is adjudicated a "debtor" under the U.S. federal bankruptcy law or other similar federal or state law or insolvent, or files any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or files any answer admitting the material allegations of a petition filed against the Company for any such relief, or a trustee, receiver or liquidator shall be appointed for the Company or all or any substantial part of the properties of the Company, or if any petition for bankruptcy, reorganization or arrangement under federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by the Company, or if any proceeding for the dissolution or liquidation of the Company shall be instituted; provided, that if such appointment, petition or proceeding was involuntary and not consented to by the Company, the same shall become an Event of Default upon the same not being discharged, stayed or dismissed within sixty (60) days; or
Insolvency Matters. (a) Subject to Section 4.13, Buyer and Securityholder Representative (on behalf of all Securityholders) agree, as between Buyer and the Securityholders, that to the extent permitted under generally accepted accounting principles, the Securityholders shall be treated as the owner of the Escrow Amount for accounting purposes, such that the Escrow Amount is shown as an asset of the Securityholders on financial statements and other accounting-related records of the Securityholders, and the Escrow Amount is not shown as an asset of Buyer on similar records of Buyer.
(b) Buyer and the Securityholder Representative (on behalf of all Securityholders) agree, as between Buyer and each of the Securityholders, that in the event any of them becomes party or subject to a bankruptcy, receivership, insolvency, or similar proceeding, the creditors of such party shall have no right to any portion of the Escrow Amount unless and until such party obtains the right to have such portion of the Escrow Amount released to such party in accordance with the terms of this Agreement (and in such case, the rights of any such creditor(s) in such portion of the Escrow Amount shall be no greater than the rights such party would have had in such portion in the absence of such bankruptcy, receivership, insolvency, or similar proceeding).
Insolvency Matters. Tenant becomes insolvent, makes a transfer in ------------------ fraud of creditors, or files a petition in bankruptcy, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts when due.
Insolvency Matters. Borrower: (i) becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, debts as they become due; (ii) applies for the appointment of a trustee, receiver, sequestrator or other custodian for Borrower or any substantial portion of its property, or makes a general assignment for the benefit of creditors; (iii) in the absence of such application, consents or acquiesces, permits or suffers to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days, provided that Borrower hereby expressly authorizes Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend the rights of Lender under the Restated Loan Documents; (iv) affects or participates in, or permits or suffers to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or proceeding is not commenced by Borrower, such case or proceeding shall be consented to or acquiesced in by Borrower or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed, provided that Borrower, hereby expressly authorizes Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend the rights of Lender under the Restated Loan Documents; or (v) takes any action authorizing, or in furtherance of, any of the foregoing.
Insolvency Matters. The Company makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due, or files a voluntary petition in bankruptcy, or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking for itself an reorganization arrangement composition readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or files any answer admitting the material allegations of a petition filed against the Company for any such relief, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of the Company or all or any substantial part of the properties of the Company; or
Insolvency Matters. (1) No receiver or receiver and manager has been appointed to the whole or any part of the Acquired Assets and no appointment has been threatened or is envisaged by the Company or the Owners.
(2) The Company is not in liquidation and no administrator under the Corporations Law of Australia ("Corporations Law") has been appointed. No order, petition, application, proceeding, meeting or resolution has been made, presented, brought, called, threatened or passed for the purpose of liquidating the Company or the Trust or appointing an administrator under the Corporations Law.
(3) The Company has not stopped payment to any creditor and is not insolvent or unable to pay its debts for the purposes of section 460 of the Corporations Law or otherwise. There is no unfulfilled or unsatisfied judgement or court order outstanding against the Company and there has been no unreasonable delay by the Company in the payment of any obligation due for payment.
(4) No mortgagee is or is entitled to be in possession of the whole or any of the part of the Acquired Assets.
