Common use of Permitted Actions Clause in Contracts

Permitted Actions. Notwithstanding anything to the contrary set forth in the Subordinated Debt Instrument or otherwise Debtor may pay, and Subordinated Creditor may receive, the Entire Subordinated Debt Instrument Balance, upon the earlier of (x) the sale of all or substantially all of the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors have been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) with respect to the event in clauses (x) or (y) of Section 3 above, Senior Creditors have waived in writing its requirement that the Senior Debt be paid in full as a result of the occurrence of any such event; (b) a recapitalization of Debtor has occurred in the amount of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior Creditors; (c) no Debtor Relief Proceeding or Senior Debt Payment Default shall have commenced and be continuing as of the date of payment of the Entire Subordinated Debt Instrument Balance; (d) no other Senior Debt Default shall have been declared by Senior Creditors in a written notice to Debtor (which Senior Debt Default shall not have been waived in writing) as of the date of payment of the Entire Subordinated Debt Instrument Balance; and (e) ten (10) business days prior to such payment of the Entire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Creditors financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior Creditors, together with a certification of the Chief Financial Officer of Debtor (which certification shall be true and correct as of the date thereof), confirming each of the matters set forth in clauses (a), (b), (c) and (d) above.

Permitted Actions. Notwithstanding anything to the contrary set forth in the Subordinated Debt Instrument or otherwise Debtor may paySection 3.1(a), and Subordinated a Second Lien Creditor may receive, the Entire Subordinated Debt Instrument Balance, upon the earlier of (x) the sale of all or substantially all of the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors have been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the event Second Lien Obligations and the Collateral in clauses (x) any Insolvency Proceeding commenced by or (y) of Section 3 above, Senior Creditors have waived in writing its requirement that the Senior Debt be paid in full as a result of the occurrence of against any such event; Obligor; (b) a recapitalization take action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Debtor has occurred Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in the amount of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior Creditors; accordance with this Agreement; (c) no Debtor Relief Proceeding file necessary pleadings in opposition to a claim objecting to or Senior Debt Payment Default shall have commenced and be continuing as otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the date of payment of the Entire Subordinated Debt Instrument Balance; Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no other Senior Debt Default shall have been declared by Senior Creditors in a written notice to Debtor (which Senior Debt Default shall not have been waived in writing) as of the date of payment of the Entire Subordinated Debt Instrument BalanceSecond Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; and (e) ten (10) business days prior bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to such payment cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the Entire Subordinated Debt Instrument BalanceFirst Lien Obligations, Debtor shall have delivered to Senior Creditors financial statements for Debtor as in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the last day of Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the immediately preceding calendar monthextent expressly permitted by Section 6, in form and substance satisfactory to Senior Creditors, together with a certification the case of the Chief Financial Officer of Debtor (which certification shall be true and correct as of the date thereof), confirming each of the matters set forth in clauses (a)) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (b)1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, (c) interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (d2) aboveunless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

Permitted Actions. (a) Notwithstanding anything any other provisions herein to the contrary set forth contrary, prior to the Closing, Conopco and its Affiliates shall (i) be permitted to and shall use reasonable best efforts to cause each of the Companies to transfer by way of dividend, other distribution or otherwise to any member of the Unilever Group all Excluded Assets including assets of the Unilever Consumer Brands Business other than Transferred Unilever Consumer Brands Business Assets (to the extent held by a Company) and (ii) be permitted but not required to repay obligations for borrowed money, whether pursuant to the issuance of commercial paper or otherwise. All Taxes arising from transactions implemented pursuant to this Section 6.3(a) through (c) shall be borne by Conopco. (b) At or prior to the Closing Date, except for those Contracts listed in Section 6.3(b) of the DiverseyLever Disclosure Schedule and except as otherwise provided in the Subordinated Debt Instrument or otherwise Debtor may payTransitional Services Agreement, and Subordinated Creditor may receive, the Entire Subordinated Debt Instrument BalanceConopco shall, upon the earlier written request of Buyer, cause the termination of any Contracts or arrangements between or among the Companies or an Asset Seller (x) the sale of all or substantially all of the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors have been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) with respect to the event in clauses (x) or (y) of Section 3 aboveDiverseyLever Business), Senior Creditors have waived in writing its requirement that on the Senior Debt be paid in full as a result one hand, and any member of the occurrence of Unilever Group (other than a Company) on the other hand, including any such event; (b) a recapitalization of Debtor has occurred Intercompany Agreements entered into in the amount Ordinary Course of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior Creditors;Business. Table of Contents (c) no Debtor Relief Proceeding or Senior Debt Payment Default shall have commenced and be continuing as To the extent not completed by Closing, Buyer will use its reasonable best efforts to transfer to a member of the date of payment Unilever Group any Excluded Assets held by the Companies (at Conopco’s expense) as soon as reasonably practicable after the Closing. Following the Closing Date, the Companies will hold any Excluded Assets in trust, and for the benefit of, the relevant member of the Entire Subordinated Debt Instrument Balance;Unilever Group. (d) no Notwithstanding any other Senior Debt Default shall have been declared by Senior Creditors in a written notice provisions herein to Debtor (which Senior Debt Default shall not have been waived in writing) as the contrary, prior to the Closing, Buyer and the other members of the date of payment of the Entire Subordinated Debt Instrument Balance; and (e) ten (10) business days prior to such payment of the Entire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Creditors financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior Creditors, together with a certification of the Chief Financial Officer of Debtor (which certification CMI Group shall be true and correct as permitted but not required to repay obligations for borrowed money, whether pursuant to the issuance of the date thereof), confirming each of the matters set forth in clauses (a), (b), (ccommercial paper or otherwise. All Taxes arising from transactions implemented pursuant to this Section 6.3(d) and (d) aboveshall be borne by Buyer.

Permitted Actions. Notwithstanding anything to the contrary set forth in the Subordinated Debt Instrument or otherwise Debtor may pay, and Subordinated Creditor may receive, the Entire Subordinated Debt Instrument Balance, upon the earlier of (x) the sale of all or substantially all of the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors have been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) Between the date hereof and the Closing Date, Buyer and Sellers, together with respect to the event in clauses (x) or (y) of Section 3 abovetheir respective Affiliates, Senior Creditors have waived in writing its requirement that the Senior Debt be paid in full as a result shall retrofit Suite A of the occurrence Facility to accommodate the commercial manufacture of any Enbrel, to perform the initial validation runs for Enbrel and to commence commercial production of Enbrel. Further, the parties have determined that, in lieu of building out Suite A-3, they will undertake the "Greenwich Project", pursuant to which Greenwich shall construct the administration building and parking facility planned to be located on the Real Property. (The retrofit of Suite A and the Greenwich Project are hereinafter collectively referred to as the "Project".) The Project shall be overseen by a Steering Committee, whose objective is to recognize and utilize the strengths and competencies of each party to perform the Project. All costs incurred by Sellers or Greenwich in performing their obligations under this Section 6.2(a) shall be reflected in the book value of the Net Assets even if not appropriate under GAAP to be included because such event;Greenwich Project is discontinued at the direction of the Steering Committee or the Buyer. (b) If not formed before the Signing, a recapitalization Steering Committee shall be formed following the date hereof, which shall have six (6) members, with Buyer and Sellers each having the right to appoint three (3) members (the "Steering Committee"). The Steering Committee shall oversee the Project through the Closing Date and shall have the following powers and duties: (i) The Steering Committee shall approve an annual budget for the Facility, including a capital budget; (ii) the Steering Committee shall approve in advance any capital expenditures by any third party or by Sellers associated with the fill and finish of Debtor bulk drug substance Enbrel manufactured at the Facility; (iii) the Steering Committee shall meet on at least a quarterly basis or more frequently as necessary, and decisions of the Steering Committee shall be made by consensus. The Steering Committee shall endeavor to reach a consensus on all matters within its authority which are in dispute within a period of ten (10) days after receiving notification from either Buyer or Sellers that such dispute has occurred been referred to the Steering Committee for resolution. If such a resolution cannot be reached in that time period (or earlier at the amount election of not less than either party), the Entire Subordinated Debt Instrument Balance matter shall be referred to the Chief Operating Officer of Buyer and the President of AHP's Wyeth-Ayerst Division, or their designees, for resolution in a period of ten (10) days (or such other time period agreed by the parties) through good faith discussions, or if still unresolved, the parties shall endeavor in good faith to promptly agree upon terms satisfactory a binding third party dispute resolution mechanism intended promptly and fairly to Senior Creditors;resolve the matter in dispute. (iv) The Steering Committee shall be disbanded upon the Closing Date. (c) no Debtor Relief Proceeding or Senior Debt Payment Default shall have commenced and be continuing as of the date of payment of the Entire Subordinated Debt Instrument Balance; (d) no other Senior Debt Default shall have been declared by Senior Creditors in a written notice to Debtor (which Senior Debt Default shall not have been waived in writing) as of the date of payment of the Entire Subordinated Debt Instrument Balance; and (e) ten (10) business days prior to such payment of the Entire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Creditors financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior Creditors, together with a certification of the Chief Financial Officer of Debtor (which certification Sellers shall be true permitted to cause Greenwich to transfer to Holdings by way of a distribution or otherwise all cash and correct cash equivalents held by Greenwich from time to time up to and including the Closing Date. In the event all such cash or cash equivalents are not transferred to Sellers at Closing, Sellers shall include such cash or cash equivalents in the invoice to be provided by Sellers to Buyer as soon as practicable after the Closing, pursuant to Section 2.2(c) of the date thereof), confirming each of the matters set forth in clauses (a), (b), (c) and (d) abovethis Agreement.

Permitted Actions. Notwithstanding anything to the contrary set forth in the any Subordinated Debt Instrument or otherwise Debtor may pay, and Subordinated Creditor Creditors may receive, the Entire Subordinated Debt Instrument Balance, upon the earlier of (x) the sale of all or substantially all of the assets or stock of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor Creditors unless Senior Creditors have Creditor has been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor Creditors of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) with respect to the event in clauses (x) or (y) of Section 3 above, Senior Creditors have Creditor has waived in writing its requirement that the Senior Debt be paid in full as a result of the occurrence of any such event;; Subordination Agreement Saleen SM Funding (b) a recapitalization of Debtor has occurred in the amount of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior CreditorsCreditor; (c) no Debtor Relief Proceeding or Senior Debt Payment Default shall have commenced and be continuing as of the date of payment of the Entire Subordinated Debt Instrument Balance; (d) no other Senior Debt Default default shall have been declared by Senior Creditors Creditor with respect to the Senior Debt in a written notice to Debtor (which Senior Debt Default shall not have been waived in writing) as of the date of payment of the Entire Subordinated Debt Instrument Balance; and (e) ten (10) business days prior to such payment of the Entire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Creditors Creditor financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior CreditorsCreditor, together with a certification of the Chief Financial Officer of Debtor (which certification shall be true and correct as of the date thereof), confirming each of the matters set forth in clauses (a), (b), (c) and (d) above.

Permitted Actions. Notwithstanding anything Section 3.1 shall not be construed to limit or impair in any way the right of: (i) any Secured Creditor to bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Secured Creditor; (ii) any Secured Creditor to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to the contrary set forth in Collateral initiated by another Secured Creditor for the Subordinated Debt Instrument sole purpose of protecting such Secured Creditor’s Lien on the Collateral, so long as it does not delay or otherwise Debtor may pay, and Subordinated interfere with the exercise by such other Secured Creditor may receiveof its rights under this Agreement, the Entire Subordinated Debt Instrument Balance, upon the earlier of Documents and under applicable law; and (xiii) the sale Second Lien Lenders to receive any remaining proceeds of all or substantially all of Collateral after the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors First Lien Obligations have been paid Paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurredFull. In addition: (a) in any Insolvency Proceeding, the Second Lien Creditors may file a claim, proof of claim, or statement of interest with respect to the event in clauses (x) or (y) of Section 3 above, Senior Creditors have waived in writing its requirement that the Senior Debt be paid in full as a result of the occurrence of any such event;Second Lien Obligations, (b) a recapitalization the Second Lien Collateral Agent may take any action (not adverse to the Liens on the Collateral securing the First Lien Obligations, or the rights of Debtor has occurred the First Lien Collateral Agent or the First Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the amount of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior Creditors;Collateral, (c) no Debtor Relief Proceeding the Second Lien Creditors shall be entitled to file any necessary or Senior Debt Payment Default shall have commenced and be continuing as appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the date of payment claims or Liens of the Entire Subordinated Debt Instrument Balance;Second Lien Creditors, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (d) no other Senior Debt Default in any Insolvency Proceeding, the Second Lien Creditors shall have been declared by Senior Creditors in a written notice be entitled to Debtor (file any pleadings, objections, motions or agreements which Senior Debt Default shall not have been waived in writing) as assert rights or interests available to unsecured creditors of the date Obligors arising under either the Bankruptcy Code or applicable nonbankruptcy law, in each case in accordance with the terms of payment of the Entire Subordinated Debt Instrument Balance; this Agreement, and (e) ten (10) business days prior to such payment of in any Insolvency Proceeding, the Entire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Second Lien Creditors financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior Creditors, together with a certification of the Chief Financial Officer of Debtor (which certification shall be true and correct as entitled to vote on any plan of reorganization, but only to the date thereof), confirming each of extent consistent with the matters set forth in clauses (a), (b), (c) and (d) aboveprovisions hereof.

Permitted Actions. Notwithstanding anything to the contrary set forth in the Subordinated Debt Instrument or otherwise Debtor may pay, and Subordinated Creditor may receive, the Entire Subordinated Debt Instrument Balance, upon the earlier of (x) the sale of all or substantially all of the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors have been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurredIt is expressly declared as follows: (a) with respect the Collateral Agent may in relation to the event in clauses (x) or (y) of Section 3 above, Senior Creditors have waived in writing its requirement that the Senior Debt be paid in full as a result any of the occurrence Credit Documents act on the advice or opinion of or any such eventinformation obtained from any lawyer, accountant, consultant, banker or any other expert with relevant experience, whether obtained by the Company, the Collateral Agent, any Secured Creditor or otherwise, and shall not be responsible for any loss resulting from so acting; (b) the Collateral Agent shall be at liberty to accept as sufficient evidence of any act or matter a recapitalization certificate signed by any authorized directors of Debtor has occurred the Company and the Collateral Agent shall not be bound in any such case to call for further evidence or be responsible for any loss that may result from the Collateral Agent acting on such certificate, unless it ought reasonably in the amount circumstances to have known that the certificate of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior CreditorsCompany was incorrect; (c) no Debtor Relief Proceeding the Collateral Agent shall be at liberty to hold or Senior Debt Payment Default shall have commenced to place this Agreement, any Security Documents, any relevant document of title to any Shared Collateral and any other documents relating thereto with any bank or company whose business includes undertaking the safe custody of documents or any firm of lawyers considered by the Collateral Agent to be continuing as of the date of payment of the Entire Subordinated Debt Instrument Balancegood reputation; (d) the Collateral Agent shall not be bound to take any steps to ascertain whether any event has occurred as a result of which the Shared Collateral may become enforceable and, until a Responsible Officer of the Collateral Agent has actual knowledge or actual notice from any of the Secured Creditors or the Company to the contrary, the Collateral Agent shall be entitled to assume that no such event has occurred and that each of Secured Creditors and the Company are observing and performing al the obligations on their part contained in the Credit Documents; (e) without prejudice to their right of indemnity given by law, the Collateral Agent and every attorney, manager, agent, delegate or other Senior Debt Default person properly appointed by them hereunder is hereby indemnified by the Company against all liabilities and expenses properly and reasonably incurred by them in the exercise or enforcement of any rights, powers, authorities, or discretion vested in them under or pursuant to this Agreement and against all actions, proceedings, costs, claims and demands in respect to any matter or thing done or omitted in any way relating to the Credit Documents except for liabilities and expenses resulting from the gross negligence or willful misconduct of the Collateral Agent. The Collateral Agent may, in priority to any payment to the Secured Creditors, retain and pay out of any moneys of the Company in its hands pursuant to the Credit Documents the amount of any such liabilities and expenses. The obligations of the Company under this Subsection shall survive the termination of this Agreement and the resignation and removal of the Collateral Agent; (f) no provision of this Agreement or any Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, if it shall have been declared by Senior Creditors in a written notice reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to Debtor (which Senior Debt Default shall not have been waived in writing) as of the date of payment of the Entire Subordinated Debt Instrument Balanceit; and (eg) ten (10) business days prior the Collateral Agent may, for purposes of determining Total Secured Indebtedness and the amount of Indebtedness held by each Secured Party, rely on certificates presented to such payment the Collateral Agent by the Thai Facility Agent, as to the indebtedness owed to the Thai Lenders, the Trustees, as to indebtedness owed to the Senior Mortgage Note Holders, the Senior Subordinated Mortgage Note Holders and the holders of the Entire Subordinated Debt Instrument BalanceDebentures, Debtor shall have delivered to Senior Creditors financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior Creditors, together with a certification of the Chief Financial Officer of Debtor (which certification shall be true and correct as of the date thereof), confirming each of the matters set forth in clauses (a), (b), (c) and (d) aboverespectively.