Insolvency; Winding Up Sample Clauses

Insolvency; Winding Up. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution or liquidation of any Seller Group, any Group Company or their Affiliates and no administrator, receiver or manager has been appointed in respect thereof. No member of Seller Group or any Group Company has commenced any other proceeding under any bankruptcy, reorganization, dissolution, insolvency, liquidation or similar Applicable Law of any jurisdiction and no such proceedings have been commenced against any such member of Seller Group or Group Company.
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Insolvency; Winding Up. (A) No order has been made, petition presented or resolution passed for the winding up of any member of the Group or the relevant member of the Retained Group or for the appointment of a provisional liquidator to any member of the Group or the relevant member of the Retained Group and no administration order has been made in respect of any member of the Group or the relevant member of the Retained Group.
Sample 1
Insolvency; Winding Up. Other than for purposes of effectuating transactions contemplated under this Agreement and the Ancillary Documentation, (i) no government order has been made, legal petition presented or board/shareholder resolution passed for the winding up, dissolution or liquidation of any Group Company or for the appointment of a provisional or other liquidator or for the appointment of a custodian or trustee for all or substantially all of the property or assets of any Group Company, (ii) no Group Company has commenced any other proceeding for itself under any bankruptcy, reorganisation, composition, insolvency, liquidation, or similar law of any jurisdiction, and there has not been commenced against any Group Company any such proceeding, (iii) no receiver or manager has been appointed for whole or in part of the business, and (iv) no distress, execution or other process has been levied on any Group Company's assets.
Sample 1
Insolvency; Winding Up. Except as set forth in Section 3.22 of the Disclosure Schedule, as of the date of this Agreement, (i) no Order has been made, petition presented or resolution passed for the winding up of any of the OGP Subsidiaries or for the appointment of a provisional liquidator to any of the OGP Subsidiaries and no administration order or procedure has been made in respect of any of the OGP Subsidiaries; (ii) no receiver or receiver and manager has been appointed of any of the OGP Subsidiaries; (iii) none of the OGP Subsidiaries is insolvent or unable to pay its debts as they mature; (iv) none of the OGP Subsidiaries has stopped paying its debts as they fall due, except with respect to disputes in the ordinary course of business; and (v) no OGP Subsidiary or any other part of the OGP Business, at any time during the relevant statute of limitations period dating back from the date of this Agreement, has entered into a transaction with Combustion Engineering, Inc., Basic Inc. or ABB Xxxxxx Global Inc. or the subsidiaries of such entities, as of the date of this Agreement, at less than fair market value.
Sample 1
Insolvency; Winding Up. Neither Xtend nor Subsidiary is insolvent or unable to pay its debts as they fall due. No order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the business is terminated and the assets of Xtend or Subsidiary are distributed amongst the creditors and/or shareholders or other contributories) of Xtend or Subsidiary and there are no cases or proceedings under any applicable insolvency, reorganization, or similar laws in any jurisdiction concerning Xtend or Subsidiary and no events have occurred which, under applicable law, would justify any such cases or proceedings.
Sample 1

Related to Insolvency; Winding Up

  • Insolvency or Bankruptcy The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Agreement or any other obligations I have with you.

  • Insolvency Proceedings (a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

  • Winding Up Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Manager shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Company, the Manager may, to the fullest extent permitted by law, take any and all actions that it determines in its sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Manager to minimize the losses that may result from a liquidation.

  • Insolvency or Liquidation Proceedings (a) If in any Insolvency or Liquidation Proceeding and prior to the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations by an Act of Required Debtholders consent to any order:

  • Insolvency Proceedings, Etc Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

  • Bankruptcy, Insolvency or Reorganization Proceedings If an Event of Default specified under Section 9.1.12 [Relief Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

  • Insolvency; Voluntary Proceedings The Company or any Material Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or

  • Winding-up, etc None of the events contemplated in clauses (a), (b), (c) or (d) of Section 11.05 has occurred with respect to any Credit Party.

  • Insolvency If Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency Proceeding is commenced against Borrower and is not dismissed or stayed within thirty (30) days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);

  • Insolvency Proceeding In the event of any receivership, bankruptcy, reorganization, rearrangement, debtor’s relief, or other insolvency proceeding involving any Debtor as debtor, Administrative Agent shall have the right to prove and vote any claim under the Subordinated Indebtedness and to receive directly from the receiver, trustee or other court custodian all dividends, distributions, and payments made in respect of the Subordinated Indebtedness until the Obligations have been Fully Satisfied. The Administrative Agent may apply any such dividends, distributions, and payments against the Guaranteed Indebtedness in accordance with the Credit Agreement.

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