Common use of May File Proofs of Claim Clause in Contracts

May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Note Party, the Agent (irrespective of whether the principal of any Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Issuer) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes and all other Obligations that are owing and unpaid and to file such other ​ ​ ​ documents as may be necessary or advisable in order to have the claims of the Purchasers and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Purchasers and the Agent and their respective agents and counsel and all other amounts due the Purchasers and the Agent under Section 12.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Purchaser to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Purchasers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Section 12.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Purchaser or to authorize the Agent to vote in respect of the claim of any Purchaser in any such proceeding.

Appears in 1 contract

Samples: Note Purchase Agreement (Tailwind Two Acquisition Corp.)

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May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Note Loan Party, the Agent (irrespective of whether the principal of any Note Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the IssuerCompany) shall be entitled and empowered (but not obligated), ) by intervention in such proceeding or otherwise:: 741262740 16509377 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes Loans and all other Obligations amounts that are owing and unpaid and to file such other ​ ​ ​ documents as may be necessary or advisable in order to have the claims of the Purchasers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Purchasers Lenders and the Agent and their respective agents and counsel and all other amounts due the Purchasers Lenders and the Agent under Section 12.04Sections 5, 13.6 and 13.13) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Purchaser Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the PurchasersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Section 12.04Sections 5, 13.6 and 13.13. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Purchaser or to authorize the Agent to vote in respect of the claim of any Purchaser in any such proceedingSECTION 13GENERAL.

Appears in 1 contract

Samples: Credit Agreement (Penske Automotive Group, Inc.)

May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any Note Partyother obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor or their creditors, the Agent Property Trustee (irrespective of whether any Distributions on the principal of any Note Trust Securities shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent Property Trustee shall have made any demand on the IssuerIssuer Trust for the payment of any past due Distributions) shall be entitled and empowered (but not obligated)empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest any Distributions owing and unpaid in respect of the Notes and all other Obligations that are owing and unpaid Trust Securities and to file such other ​ ​ ​ papers or documents as may be necessary or advisable in order to have the claims of the Purchasers and the Agent Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Purchasers and the Agent and their respective Property Trustee, its agents and counsel counsel) and all other amounts due of the Purchasers and the Agent under Section 12.04) Holders allowed in such judicial proceeding; , and (b) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Purchaser Holder to make such payments to the Agent Property Trustee and, in the event that the Agent Property Trustee shall consent to the making of such payments directly to the PurchasersHolders, to pay to the Agent Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Agent and Property Trustee, its agents and counsel, and any other amounts due the Agent under Section 12.04Property Trustee. Nothing herein contained herein shall be deemed to authorize the Agent Property Trustee to authorize or consent to or accept or adopt on behalf of any Purchaser Holder any plan of reorganization, arrangement, arrangement adjustment or composition compensation affecting the Obligations Trust Securities or the rights of any Purchaser Holder thereof or to authorize the Agent Property Trustee to vote in respect of the claim of any Purchaser Holder in any such proceeding.

Appears in 1 contract

Samples: Trust Agreement (Cullen Frost Capital Trust Ii)

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May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Note Credit Party, the (a) Agent (irrespective of whether the principal of any Note Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Issuerany Borrower) shall be entitled and empowered (but not obligated)empowered, by intervention in such proceeding or otherwise: , to (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes Loans, and all other Obligations that are owing and unpaid and to file such other ​ ​ ​ documents as may be necessary or advisable in order to have the claims of the Purchasers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Purchasers Lenders and the Agent and their respective agents and counsel and all other amounts due the Purchasers Lenders and the Agent under Section 12.04Agent) allowed in such judicial proceeding; and proceedings, and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Purchaser Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the PurchasersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Section 12.04Agent. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Purchaser Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Purchaser Lender or to authorize the Agent to vote in respect of the claim of any Purchaser Lender in any such proceeding.

Appears in 1 contract

Samples: Credit Agreement (TTEC Holdings, Inc.)

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