Common use of Insolvency Matters Clause in Contracts

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. (a) All rights This Agreement is a subordination agreement as that term is defined in 11 U.S.C. §510(a). This Agreement will be deemed applicable both before and licenses granted to TOO under after the filing of any Insolvency Proceeding by or pursuant to against Borrowers or CCII and all references in this Agreement areto Borrowers or CCII will be deemed to apply to a Chapter 7 or 11 trustee for Borrowers or CCII, Borrowers or CCII as debtors in possession, or any receiver appointed on behalf of Borrowers or CCII, and any other representative in an Insolvency Proceeding. (b) If Borrowers or CCII become subject to an Insolvency Proceeding, Creditors agree not to oppose directly or indirectly in any manner any actions taken or matters supported by Citizens as to the Collateral or the Senior Indebtedness, including but not limited to opposition to (i) proceedings by Citizens to lift the automatic stay as to the Collateral or to otherwise realize on the Collateral so that the subordination and other provisions of this Agreement will be honored, (ii) any plan of reorganization supported by Citizens, (iii) any request for adequate protection made by Citizens, or (iv) any amounts Citizens seeks to have allowed as part of its secured claim(s). (c) If either Borrower become subject to a proceeding under the Bankruptcy Code and if Citizens consents to the use of any proceeds of any Collateral ("Cash Collateral"), or agrees to provide financing to the Borrower(s) under applicable provisions of the Bankruptcy Code or otherwise: (i) Creditors agrees that adequate notice to Creditors will have been provided for such financing or use of Cash Collateral if Creditors receives notice one (1) business day prior to the entry of the order approving such financing or use of Cash Collateral. For purposes of this paragraph, notice of a proposed financing or use of Cash Collateral will be deemed given upon the giving of notice by telecopier or hand delivery to Creditors at the address indicated in paragraph 18 below. (ii) No objection will be raised by Creditors to any such financing or use of Cash Collateral on the grounds of the failure to provide adequate protection for Creditors’ Lien in any Cash Collateral. (d) Unless Citizens agrees otherwise in writing, Creditors may not contest, protest, or object to, and will otherwise be deemed to be, for purposes of Title 11 of the United States Code, as amended from time have consented to time (the “Bankruptcy Code”), a license of rights pursuant 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(n363(f) of the Bankruptcy Code (or similar law), a sale, lease, exchange, transfer or other disposition (a “Bankruptcy Disposition”) of any Collateral free and clear of Citizens' Liens, if (i) Citizens consents in connection with this Agreement shall writing to such Bankruptcy Disposition, and (ii) the net cash proceeds that are applied to the Senior Indebtedness are applied to permanently reduce the Senior Indebtedness, or if not violate so applied, will be subject to the automatic stay objection of Section 362 Creditors as to any further use. (e) In any Bankruptcy Disposition or other public sale of any Collateral, Creditors waive the Bankruptcy Code and waive any right to object on such basisto any credit bid by Citizens. (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.