Common use of Liquidation; Dissolution; Bankruptcy; Etc Clause in Contracts

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or any of its Subsidiaries or in connection with any composition with creditors or scheme of arrangement to which the Borrower or any of its Subsidiaries is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower or any of its Subsidiaries on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerBorrower or any of its Subsidiaries, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each each, an “Insolvency Proceeding”), the Senior Parties Lender shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Subordinated Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinated Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Lender in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerDebtor or any Subordinate Lender, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties Debt (including any and all payments to Holders of the Senior Notes) shall be entitled to receive payment paid in full (including interest interest, premiums, and other amounts accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim or allowable in any such proceeding) , default interest and any applicable premiums, fees or make-whole amounts), pursuant to the terms thereof, before the Holders of the Senior Debt before any Subordinate Party is Last Out Notes shall be entitled to receive any direct or indirect payment or distribution (including of any cash or and/or any other assets of the Borrower on account of the Subordinate DebtCo-Obligors), and the Holders of the Senior Parties Notes shall be entitled to receive directly, for application in payment of such Senior Debt Notes (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect Holders of the Senior DebtNotes), any payment or distribution of any kind or character, whether in cash or other assets, which shall would otherwise be payable or deliverable upon or with respect to the Subordinate DebtLast Out Obligations. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of setCo-off Obligors or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be (and otherwise deemed to be be) fully reinstated and outstanding as if such payment had not occurred. The Trustee on behalf of the Holders of the Senior Notes is irrevocably authorized and empowered to make and present for and on behalf of the Holders of the Last Out Notes, such proofs of claim or other motions or pleadings and to demand, receive and collect any and all dividends or other payments and disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt in order to enable the Holders of the Senior Notes or the Trustee on behalf of the Holders of the Senior Notes to enforce any and all of its and their rights hereunder.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-winding - up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt) . To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-set - off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurredoccurred . (b) In order to enable the Senior Creditors to enforce their rights hereunder in any of the actions or proceedings described in this Section 8 , the Agent is hereby irrevocably authorized and empowered, in its discretion, to make and present for and on behalf of the Subordinate Lender, such proofs of claims or other motions or pleadings and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt . The Subordinate Lender hereby covenants and agrees to exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 8 in favour of any plan, proposal, compromise, arrangement or similar transaction so as to give effect to : (i) the right of the Senior Creditors to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding ; or (ii) the obligation of the Subordinate Lender to receive, hold in trust, and pay over to the Senior Creditors certain payments and distributions as contemplated by Section 9 .

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after alter giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Liquidation; Dissolution; Bankruptcy; Etc. (a) a. In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-winding - up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-set - off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.. (b) In order to enable the Senior Creditors to enforce their rights hereunder in any of the actions or proceedings described in this Section 8, the Collateral Agent is hereby irrevocably authorized and empowered, in its discretion, to make and present for and on behalf of the Subordinate Lender, such proofs of claims or other motions or pleadings and to demand, receive and collect any and all

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution(a) any insolvency or bankruptcy case or proceeding, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the assets of the BorrowerCompany or to its creditors, as such, or the proceeds thereofto its assets, to creditors in connection with the bankruptcyor (b) any liquidation, reorganization, liquidation dissolution or winding-other winding up of the Borrower Company, whether voluntary or in connection with involuntary and whether or not involving insolvency or bankruptcy, or (c) any composition with assignment for the benefit of creditors or scheme any other marshalling of arrangement to which assets and liabilities of the Borrower is a party (each an “Insolvency Proceeding”)Company, then and in any such event the holders of Senior Parties Debt shall be entitled to receive payment in full (including interest accruing of all amounts due or to the date become due on or in respect of receipt of all Senior Debt, or provision shall be made for such payment at in money or money’s worth, before the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) holders of the Senior Debt before any Subordinate Party is Notes are entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of principal of (or premium, if any) or interest on the Subordinate DebtNotes, and to that end the holders of Senior Parties Debt shall be entitled to receive directlyreceive, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt)hereof, any payment or distribution of any kind or character, whether in cash cash, property or other assetssecurities, which shall may be payable or deliverable upon in respect of the Notes in any such case, proceeding, dissolution, liquidation or with respect other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 15.2, the holder of any Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the Subordinate time of such payment or distribution have been made known to such holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. To the extent any payment For purposes of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personthis Section 15 only, the Senior Debt words “cash, property or part thereof originally intended to be satisfied securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be reinstated outstanding to the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Section 15. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its properties and outstanding assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 10 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such payment had not occurredconsolidation or into which the Company is merged or the Person which acquires by sale, conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such sale, consolidation, merger, conveyance, transfer or lease, comply with the conditions set forth in Section 10.