Liquidation Proceedings Clause Samples
The Liquidation Proceedings clause outlines the procedures and rights of parties in the event that one party enters into liquidation, bankruptcy, or similar insolvency processes. Typically, this clause specifies what happens to ongoing obligations, how claims are handled, and may allow the non-insolvent party to terminate the agreement or accelerate payments due. Its core function is to provide a clear framework for managing contractual relationships and obligations when a party becomes insolvent, thereby reducing uncertainty and protecting the interests of the non-insolvent party.
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Liquidation Proceedings. On or after the date that all conditions to the effectiveness of the Sale Transaction have been satisfied (or waived) in accordance with the terms of the Asset Purchase Documents and the Sale Transaction is consummated (the “Sale Transaction Effective Date”), the Company Parties shall each commence (such commencement date, which shall be acceptable to the Ad Hoc Committee, the “Liquidation Proceedings Commencement Date”) one or more liquidation or wind down proceedings under applicable state law (which may include, without limitation, a receivership, liquidation, assignment for the benefit of creditors, dissolution, or other proceeding) in each applicable U.S. jurisdiction (each, a “Liquidation Proceeding”, and collectively, the “Liquidation Proceedings”) for the purposes of liquidating the Excluded Assets held by the Company Parties and distributing the proceeds thereof in accordance with the Priority Waterfall (as defined below) (each, a “Liquidation Transaction”, and collectively, the “Liquidation Transactions”), discharging the Excluded Liabilities and winding down the Company Parties, with each such Liquidation Proceeding being in form and substance acceptable to the Ad Hoc Committee.
Liquidation Proceedings a petition is presented or a proceeding is commenced or an order is made or an effective resolution is passed or any other step is taken by any person for the winding up or liquidation of the Borrower or for the appointment of a liquidator, receiver, administrator, trustee or similar officer of the Borrower or of all or any part of his business or assets;
Liquidation Proceedings. The Borrower has admitted in writing its inability to pay its debts as they mature or any proceeding is initiated, order is made, resolution passed or other action taken (or any other process, which in the opinion of the Lender, is analogous thereto is initiated) for the suspension of payment or dissolution, termination of existence, liquidation, winding-up or bankruptcy of any of the Borrower.
Liquidation Proceedings. In the event the Cedent is placed in liquidation, Reinsurer shall (i) issue assumption certificates to the named insureds or reinsureds (including principals, as applicable) of any Reinsured Contracts which are in force (namely, those Reinsured Contracts whose contract term has not expired or been terminated) on the date such order of liquidation is issued pursuant to which the Reinsurer will assume all of the obligations arising under such in-force Reinsured Contracts, (ii) assume the responsibility, if necessary, for complying with any relevant state assumption reinsurance requirements and (iii) issue notifications to claimants under all other Reinsured Contracts that, until further notice, all claims under such Reinsured Contracts shall continue to be presented to the Reinsurer, in its capacity as Administrator, under the Administrative Services Agreement.
Liquidation Proceedings. 24.3.1 The liquidation of the JV Company shall be handled in accordance with the applicable PRC Laws. The liquidation committee shall be composed of three (3) persons. One (1) shall be appointed by BRILLIANCE from the Directors it has appointed to the Board, one (1) shall be appointed by BMW from the Directors it has appointed to the Board, and the third shall be a person agreed upon by the first two (2) nominees and shall be an accountant or a lawyer registered in China. In case any Director so appointed cannot serve, a replacement shall be appointed within ten (10) days (from the date of the initial appointment) by the Party that originally appointed the Director who cannot serve.
24.3.2 If the first two (2) members fail to agree as to the third member within fifteen (15) days of their appointment, the third member shall be appointed by the President of the Law Society of Hong Kong and shall be a reputable lawyer. As soon as all three (3) liquidation committee members are appointed, the Board of Directors shall submit a list of their names to the Examination and Approval Authority for examination and verification.
24.3.3 The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidation committee, approve the liquidation plan of the liquidation committee. After the Board of Directors approves the liquidation plan, the liquidation plan promptly shall be filed with the Examination and Approval Authority.
24.3.4 The liquidation committee shall use its best efforts both to obtain the highest possible prices for the assets of the JV Company and to maximize foreign exchange proceeds. Unless otherwise agreed, in writing, the Parties hereby agree that the JV Company’s assets will be sold to the Party, at that time, offers the higher price for them.
24.3.5 The liquidation expenses, including remuneration to committee members and to the lawyers and accountants retained by the liquidation committee, shall be paid out of the JV Company’s assets in priority to the claims of other creditors.
24.3.6 After the settlement of all outstanding debts and taxes, the remaining proceeds of liquidation, if any, shall be paid over to the Parties in proportion to their respective paid-in contributions to the registered capital of the JV Company at the time of liquidation. BMW shall have priority to receive all of its share of the proceeds in foreign exchange.
24.3.7 Upon completion of the liquidation of the JV Company, the liquidation committee shall...
Liquidation Proceedings. Vendor will not permit the Company to, or to direct a Group Undertaking to propose any resolution for its Winding-up.
Liquidation Proceedings. Any dissolution or liquidation proceeding shall be instituted by or against the Borrower or any other Credit Party, and, if instituted against the Borrower shall be consented to or acquiesced in by the Borrower or shall remain pending for forty-five (45) days; or
Liquidation Proceedings. 22.2.1 The liquidation committee (“Liquidation Committee”) shall consist of five (5) members, of which HT shall appoint three (3) members and RP shall appoint two (2) members.
22.2.2 The Liquidation Committee shall conduct a thorough examination of the JV’s assets and liabilities, compile a statement of assets and liabilities, specify the valuation basis of assets, prepare the plan for liquidation, and submit the same to the Board and the competent governmental authorities for approval. In developing and executing the liquidation plan, the liquidation committee shall use every effort to obtain the highest possible price for the JV’s assets.
22.2.3 During the period of liquidation, the Liquidation Committee shall represent the JV in dealing with the JV’s unfinished business and in any legal proceedings involving the JV. As soon as possible after its establishment, the Liquidation Committee shall, on behalf of the JV, settle any outstanding accounts receivable with the JV’s debtors.
22.2.4 The assets of the JV shall be liquidated in accordance with the specific liquidation procedures adopted by the Liquidation Committee.
22.2.5 Any remaining proceeds shall be distributed to the Parties in proportion to the respective percentage interest each Party holds in the JV’s registered capital.
Liquidation Proceedings other than as notified in writing to the Supervisor or as permitted by the Transaction Documents, it has not taken any corporate action, nor have any other steps been taken by it or any proceedings been started by any person (other than those which are being defended in good faith by appropriate proceedings and the existence of which has been disclosed in writing to the Supervisor promptly after the Guarantor first became aware of the same) for its liquidation or for the appointment of a Controller, receiver, statutory manager, liquidator or similar officer of it or any material part of its assets;