Common use of Insolvency Proceedings Clause in Contracts

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Parties: (i) any step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court or any registrar for its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition or files documents with a court for its winding-up, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii) its directors, shareholders or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days.

Appears in 10 contracts

Samples: Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (Ocean Rig UDW Inc.)

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Insolvency Proceedings. (aA) Except as provided in paragraph (bB) below, any of the following occurs in respect of any of the Project Partiesan Obligor: (i) any step a written resolution is taken with passed or a view to a moratorium, composition, assignment or similar arrangement with any of its creditors; (ii) resolution is passed at a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court or any registrar for its winding-up, administration or dissolution or any such resolution is passeddissolution; (iiiii) any person presents a petition petition, or files documents with a court or any registrar for its winding-up, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)dissolution; (iv) any Security Interest is enforced over any of its assets; (viii) an order for its winding-up, administration or dissolution is made; (viiv) any liquidator, provisional liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any material part of its assets; (viiv) a moratorium is declared in relation to the indebtedness of an Obligor; (vi) its directorsshareholders, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, judicial compulsory manager, receiver and manager, compulsory managerprovisional liquidator, receiver, administrative receiver, receiver and manager, administrator or similar officer; (vii) any composition, compromise, assignment or arrangement is made with any of its creditors; or (viii) any other analogous step or procedure is taken in any jurisdiction. (bB) Paragraph (aA) above does not apply to: (i) any step or procedure which is part of a re-organisation of an Obligor on a solvent basis with the consent of the Majority Lenders (acting reasonably); or (ii) an IPO Reorganisation; or (iii) in the case of sub-paragraph (ii) or (iv) (or any step or procedure under sub-paragraph (vi) that is analogous to a frivolous sub-paragraph (ii) or vexatious (iv)), if the relevant step, petition for winding-up presented or filing is made by a creditor which person other than an Obligor, shareholder or their respective officers or directors and the relevant Obligor is being contested taking steps in good faith and with due diligence for such proceedings or action to be stayed, discontinued, revoked or set aside and the same is discharged stayed, discontinued, revoked or struck out set aside within 14 a period of 60 days; or (iv) any Enforcement Action that applies to assets having an aggregate value of less than USD 100 million.

Appears in 3 contracts

Samples: Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Revolving Credit Facility Agreement (Kosmos Energy Ltd.)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any an Obligor or a member of the Project PartiesGroup: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its present or future assets; (v) an order for its winding-up, administration or dissolution is made; (vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii) its directorsshareholders, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to a to: (i) any winding-up petition which is frivolous or vexatious petition for winding-up presented and which, in each case, is discharged, stayed or dismissed within 15 Business Days of commencement; or (ii) any step or procedure contemplated by the solvent liquidation or reorganisation on a creditor solvent basis of any member of the Group which is being contested in good faith and with due diligence and is discharged not an Obligor so long as any payments or struck out within 14 daysassets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group.

Appears in 2 contracts

Samples: Facility Agreement (TTM Technologies Inc), Facility Agreement (TTM Technologies Inc)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project PartiesCompany: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (viv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (viivi) its directorsshareholders, shareholders directors or other officers request the appointment of, or give written notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viiivii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to to: (i) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (ii) a petition for winding-up presented by a creditor person which is being contested in good faith and with due diligence and is discharged discharged, vacated, withdrawn or struck out within 14 days60 days of its commencement or issuance.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (MGM Resorts International), Revolving Credit Facility Agreement (MGM Resorts International)

Insolvency Proceedings. (aA) Except as provided in paragraph (b) below, any of the following occurs in respect of any of relation to the Project PartiesBorrower or a Material Subsidiary: (i) any step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors; (ii1) a meeting of its shareholders’ or directors’ resolution is passed, directors or other officers an order is convened for the purpose of considering any resolution to petition for or to file documents with a court or any registrar for made for, its winding-up, administration or dissolution other than for its solvent winding-up, dissolution or any such resolution is passedliquidation; (iii2) any person presents a petition for, or files documents with a court for or any registrar, requesting its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv3) any Security Interest is enforced over any of its assetsassets having an aggregate value of and in respect of indebtedness aggregating not less than the amount specified in Clause 22.5(E) (Cross default); (v) an order for its winding-up, administration or dissolution is made; (vi4) any liquidatorliquidator (other than in respect of a solvent liquidation of a member of the Group which is not the Borrower), trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii5) its directorsshareholders (having passed a resolution to that effect), shareholders directors or other officers request the appointment of, or give notice of their intention to appoint appoint, a liquidatorliquidator (other than in respect of a solvent liquidation of a member of the Group which is not the Borrower), trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii6) or any other analogous procedure or step or procedure is taken in any jurisdiction. (bB) Paragraph (aClause 22.7(A) above does not apply to to: (1) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (2) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days.28 days and in any event before any creditor other than the petitioning creditor is able to adopt the relevant petition under applicable law

Appears in 2 contracts

Samples: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi), Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any a member of the Project PartiesGroup: (i) any step is taken with a view to a moratorium, moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii) its directorsshareholders, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; (ii) solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; or (iii) a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days or, in the case of a member of the Group incorporated in India, 90 days.

Appears in 1 contract

Samples: Credit Facility Agreement (Eros International PLC)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Partiesan Obligor: (i) any step is taken with a view to a moratorium, moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)dissolution; (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration administration, dissolution or dissolution reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) is made; (vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii) its directorsshareholders, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days.

Appears in 1 contract

Samples: Credit Facility Agreement (Photronics Inc)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project PartiesObligor: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (viv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (viivi) its directorsshareholders, shareholders directors or other officers request the appointment of, or give written notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viiivii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to to: (i) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 60 days.

Appears in 1 contract

Samples: Supplemental Agreement (MGM Resorts International)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project PartiesObligor: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (viv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (viivi) its directorsshareholders, shareholders directors or other officers request the appointment of, or give written notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viiivii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to to: (i) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (ii) a petition for winding-up presented by a creditor person which is being contested in good faith and with due diligence and is discharged discharged, vacated, withdrawn or struck out within 14 days60 days of its commencement or issuance.

Appears in 1 contract

Samples: Fifth Supplemental Agreement (MGM Resorts International)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Partiesa Material Group Member: (i) any formal or legal step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers shareholders is convened for the purpose of considering any resolution for (or to petition for or to file documents with a court or any registrar for for) its winding-up, examination, administration or dissolution or any such resolution is passed; (iii) any person presents a petition or files documents with a court for its winding-up, examination, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)dissolution; (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, examination, administration or dissolution is made; (viv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, examiner, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any a material part of its assets; (viivi) its directors, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, examiner, administrative receiver, receiver and manager, administrator or similar officer; or (viiivii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition or document referred to a frivolous or vexatious petition in paragraph (a)(iii) above for winding-up up, examination, administration or dissolution presented by a creditor person other than the directors, officers or shareholders of the relevant company which is being contested in good faith and with due diligence and which is discharged or struck out within 14 daystwenty Business Days.

Appears in 1 contract

Samples: Credit Facility Agreement (Valentia Telecommunications)

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Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any an Obligor, a Security Provider or a member of the Project PartiesGroup: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its present or future assets; (v) an order for its winding-up, administration or dissolution is made; (vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii) its directorsshareholders, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to a to: (i) any winding-up petition which is frivolous or vexatious petition for winding-up presented and which, in each case, is discharged, stayed or dismissed within 15 Business Days of commencement; or (ii) any step or procedure contemplated by the solvent liquidation or reorganisation on a creditor solvent basis of any member of the Group which is being contested in good faith and with due diligence and is discharged not an Obligor so long as any payments or struck out within 14 daysassets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group.

Appears in 1 contract

Samples: Facility Agreement (TTM Technologies Inc)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project PartiesObligor: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (viv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (viivi) its directorsshareholders, shareholders directors or other officers request the appointment of, or give written notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viiivii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to to: (i) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (ii) a petition for winding-up presented by a creditor person which is being contested in good faith and with due diligence and is discharged or struck out within 14 60 days.

Appears in 1 contract

Samples: Second Supplemental Agreement (MGM Resorts International)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Partiesa Material Group Member: (i) any step is taken with a view to a moratorium, moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (vii) its directorsshareholders, shareholders directors or other officers request the appointment of, or give notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to to: (i) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (ii) a petition for winding-up up, administration or dissolution presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days.

Appears in 1 contract

Samples: Credit Facility Agreement (Oce N V)

Insolvency Proceedings. (a) Except except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project PartiesSecurity Party: (ia) any step is taken with a view to a moratoriummoratorium or to a composition, compositioncompromise, assignment or similar arrangement with any of its creditors;creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness; or (iib) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court or any registrar for its winding-up, administration or dissolution (unless in any case it is solvent) or any such resolution is passed;; or (iiic) any person presents a petition petition, or files documents with a court for its winding-up, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);dissolution; or (iv) any Security Interest is enforced over any of its assets; (vd) an order for its winding-up, administration or dissolution is made;; or (vie) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer official is appointed in respect of it or any of its assets;; or (viif) its directors, shareholders or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viiig) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does Relevant Jurisdiction, provided that this clause 10.1.9 shall not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and by appropriate proceedings and is discharged or struck out within 14 days.fourteen (14) days of the making of such petition; or

Appears in 1 contract

Samples: Loan Agreement (Teekay LNG Partners L.P.)

Insolvency Proceedings. (a) Except as provided in paragraph (b) below, any of the following occurs in respect of any a member of the Project PartiesRestricted Group (other than a Dormant Subsidiary) or, after the Listco IPO Reorganisation Date, Listco: (i) any step is taken with a view to the suspension of payments, a moratoriummoratorium or a composition, compositioncompromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for for, its winding-up, administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with a court or any registrar, for its winding-up, administration or administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration or dissolution is made; (viv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets; (viivi) its directorsshareholders, shareholders directors or other officers request the appointment of, or give written notice of their intention to appoint appoint, a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or (viiivii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to to: (i) any step or procedure which is part of a frivolous or vexatious Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 60 days.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

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