Parties Including Trustees; Court Proceedings Sample Clauses

Parties Including Trustees; Court Proceedings. This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the successors of Lender, and the assigns, transferees and endorsees of Lender. The security interests and Liens created in this Agreement, the Collateral Documents and the other Loan Documents shall be and remain valid and perfected, and the claims of Lender hereunder valid and enforceable in accordance with the terms hereof, notwithstanding the discharge of any Borrower pursuant to 11 U.S.C. ss 1141, the conversion of the Chapter 11 Case or any other bankruptcy case of any Borrower to a case under Chapter 7 of the Bankruptcy Code or the dismissal of the Chapter 11 Case. Further, the security interests and Liens created in this Agreement, the Collateral Documents and the other Loan Documents shall be and remain valid and perfected without the necessity that Lender file financing statements or otherwise perfect its security interests or Liens under applicable law. This Agreement and the other Loan Documents, the claims of Lender hereunder and thereunder, and all security interests or Liens created hereby or pursuant hereto or by or pursuant to the Collateral Documents or any other Loan Document shall at all times be binding upon Borrowers, the estates of Borrowers and any trustee or official committee appointed in the Chapter 11 Case or any Chapter 7 case, or any other successor in interest to Borrowers notwithstanding the discharge of any Borrower pursuant to section 1141 of the Bankruptcy Code, the conversion of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or the dismissal of any of the Chapter 11 Cases. This Agreement shall not be subject to Section 365 of the Bankruptcy Code.
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Parties Including Trustees; Court Proceedings. This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the successors of each Agent and each Lender, and the assigns, transferees and endorsees of each Agent and each Lender. The security interests and Liens created in this Agreement, the Collateral Documents and the other Loan Documents shall be and remain valid and perfected, and the claims of each Agent and Lenders hereunder valid and enforceable in accordance with the terms hereof, notwithstanding the discharge of any Borrower pursuant to 11 U.S.C. ss. 1141, the conversion of any Chapter 11 Case or any other bankruptcy case of any Loan Party to a case under Chapter 7 of the Bankruptcy Code, the dismissal of any Chapter 11 Case or any subsequent Chapter 7 case, the release of any Collateral from the property of any Loan Party, or the entry of any order which may be entered in the Chapter 11 Cases, including any order to the foregoing effect or appointing a trustee or responsible officer or examiner (including an examiner with expanded powers), and the terms and provisions of this Agreement, as well as (to the maximum extent permitted by law) the priorities in payment granted pursuant to the Interim Borrowing Order, the Final Borrowing Order, this Agreement and the other Loan Documents, shall continue in full force and effect notwithstanding the entry of any such order, until the indefeasible payment in full of all Obligations in accordance with the terms of this Agreement and the other Loan Documents, the termination of all Commitments and the cancellation or expiration of all Letters of Credit. If any or all of the provisions of this Agreement, the Interim Borrowing Order or the Final Borrowing Order are hereafter reversed, modified, vacated or stayed by subsequent order of the Bankruptcy Court or any other court, such reversal, stay, modification or vacatur shall not affect the validity and enforceability of any Obligation, debt or claim incurred or any security interest or Lien or the priority that is or was incurred or granted pursuant to this Agreement, the other Loan Documents, the Interim Borrowing Order or the Final Borrowing Order, and notwithstanding any stay, reversal, modification or vacatur of this Agreement, the Interim Borrowing Order or the Final Borrowing Order, any Obligations arising prior to the effective date of such stay, reversal, modification or vacatur shall be governed in all respects by the original provisions of this Agreement, the Int...
Sample 1
Parties Including Trustees; Court Proceedings. This Agreement and the claims of the Agent and Lenders hereunder or under any other Loan Document shall at all times be binding upon Borrower and Holdings, the estate of Borrower and Holdings and any trustee appointed in the Chapter 11 Cases or any Chapter 7 case, or any other successor in interest to Borrower or Holdings notwithstanding the discharge of Borrower or Holdings pursuant to section 1141 of the Bankruptcy Code, the conversion of either of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or the dismissal of either of the Chapter 11 Cases. This Agreement shall not be subject to Section 365 of the Bankruptcy Code.
Sample 1

Related to Parties Including Trustees; Court Proceedings

  • Court Proceedings (a) Each of Canopy Growth, Canopy Rivers and the JW Entities shall cooperate with and assist the Company in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis with any information regarding itself or its affiliates as reasonably requested by the Company or as required by Law to be supplied by it in connection therewith. (b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to Law, the Company shall: (i) diligently pursue, and cooperate with Canopy Growth, Canopy Rivers and the JW Entities in diligently pursuing, the Interim Order and the Final Order; (ii) provide Canopy Growth, Canopy Rivers, the JW Entities and their respective legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with pursuing the Interim Order or the Final Order, and give reasonable consideration to all such comments; (iii) provide legal counsel to each of Canopy Growth, Canopy Rivers and the JW Entities with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (iv) not object to legal counsel to Canopy Growth, Canopy Rivers or the JW Entities making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement; (v) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement; (vi) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement; (vii) if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Canopy Growth, Canopy Rivers and the JW Entities; and (viii) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the prior consent of Canopy Growth, Canopy Rivers and the JW Entities, which consent may not be unreasonably withheld, conditioned or delayed, provided that consent may be withheld with respect to any modification or amendment to such filed or served materials that expands or increases the obligations of the Party withholding consent or diminishes or limits the rights of the Party withholding consent set forth in any such filed or served materials or under this Agreement.

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

  • Enforcement Proceedings A distress or execution or other process of a court of competent jurisdiction is levied upon or issued against all or any part of the property of the Borrower/the Security Party and such distress, execution or other process is not discharged by the Borrower/the Security Party within seven (7) days from the date of such levy or issue; or

  • Administrative Proceedings With a view to administering in a consistent, impartial, and reasonable manner all measures of general application affecting matters covered by this Agreement, each Party shall ensure, in its administrative proceedings applying measures to particular persons, goods, or services of the other Party in specific cases, that: (a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided with reasonable notice, in accordance with the Party's procedures, when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issues in controversy; (b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and (c) its procedures are in accordance with its law.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Arbitration Proceedings Arbitration between the parties will be subject to the following:

  • Corporate Proceedings All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.

  • Court Actions Nothing contained in this Agreement shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding. In addition, either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patent Rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to Section 11.2.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Regulatory Proceedings The commencement of any rulemaking or disciplinary proceeding or the promulgation of any proposed or final rule which would have, or may reasonably be expected to have, a Material Adverse Effect;

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