Prepetition Claims. Any Credit Party shall file a motion seeking, or the Bankruptcy Court shall enter, an order (i) approving payment of any prepetition claim (or the Credit Parties shall otherwise make a payment on any prepetition claim) other than (x) as provided for in the “first-day orders” and included in the Approved Budget or (y) otherwise consented to by the Required Lenders in writing, (ii) granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code to any holder of any security interest to permit foreclosure on any assets having a book value in excess of $1,000,000 in the aggregate or to permit other actions that would have a material adverse effect on the Credit Parties or their estates, or (iii) except with respect to the Prepetition Obligations as provided in the Interim Order and the Final Order, as applicable, approving any settlement or other stipulation not approved by the Required Lenders and not included in the Approved Budget with any secured creditor of any Credit Party providing for payments as adequate protection or otherwise to such secured creditor; or
Prepetition Claims. Such Loan Party (to the extent that it is the subject of the Chapter 11 Case or the Canadian Case) shall not, and shall not suffer or permit any of its Subsidiaries that is the subject of the Chapter 11 Case or the Canadian Case to, pay pre-petition Debt or other pre-petition claims (by offset, pursuant to Section 546(g) of the Bankruptcy Code or otherwise) which were incurred prior to the Filing Date (or the date the first CCAA Order is issued, in the case of Foamex Canada); provided, however, that such Loan Party or Subsidiary may (i) pay pre-petition obligations to employees and payroll taxes, sales and similar taxes to taxing authorities to the extent approved by order of the Bankruptcy Court or the Canadian Bankruptcy Court, as appropriate; (ii) (x) in the case of a Loan Party or Subsidiary (other than Foamex Canada), pay pre-petition claims pursuant to any First Day Orders or other orders reviewed by and acceptable to the Administrative Agent, but in any event only to the extent budgeted in the most recent cash flow forecast delivered pursuant to Section 8.1(p) or Section 5.2(t) covering the period in which such payment is to be made (or within a 15% variance of such budged amount); any (y) in the case of Foamex Canada, pay pre-petition claims in the ordinary course of business to the extent not prohibited by the CCAA Order; (iii) pay Working Capital Obligations (as defined in the Prepetition Credit Agreement) solely from the proceeds of borrowings made under the Working Capital Agreement; (iv) pay Obligations (as defined in the Prepetition Credit Agreement) from the proceeds of borrowings made under this Agreement and the Working Capital Agreement; and (v) pay any other obligations to the extent such payments are consented to in writing by the Administrative Agent. Notwithstanding any provision herein to the contrary, the Loan Parties may pay any franchise (and similar) taxes incurred prior to the Filing Date (or the date the first CCAA Order is issued, in the case of Foamex Canada) necessary to maintain their existence and qualification or good standing in the respective jurisdictions of their incorporation or organization and in all other jurisdictions in which qualification to do business as a foreign corporation or other entity is necessary.
Prepetition Claims. Claims against the Debtor arising under the Prior C&S Agreement shall be dealt with as follows:
(a) C&S shall have an allowed claim in the amount of $15.1 million on account of merchandise supplied and services performed with respect to periods arising before the Petition Date (the "C&S Liquidated Claim"). Upon entry of the Bankruptcy Court Orders, C&S shall apply the $12.2 million of cash in its possession in respect of amounts owed to the Debtors as of the Petition Date under the Prior C&S Agreement to the satisfaction of the C&S Liquidated Claim. The balance of the C&S Liquidated Claim, in the amount of $2.9 million shall constitute an allowed 503(b)(9) claim and be paid in full in cash on the effective date of a chapter 11 plan for A&P.
(b) C&S hereby agrees to waive any claim for damages resulting from the rejection of the Prior C&S Agreement (the “Prepetition Rejection Damages Claim”); provided, however, that if the Reorganization Plan Effective Date does not occur prior to the termination of this Agreement for any reason such waiver shall be null and void ab initio and the C&S Prior Agreement shall be deemed to have been rejected as of such termination date. In such event, the Parties’ rights are fully reserved in all respects including, but without limitation, those rights regarding the validity, amount and allowance of any such Prepetition Rejection Damages Claim.
(c) C&S and A&P agree to waive all other claims not described in subsections (a) or (b) above against the other Party that arose on or before December 12, 2010, except for i) claims resulting from the reconciliation under Section 1.2(a) above ****, with respect to which all parties reserve all rights, claims and defenses; ii) claims related to avoidance actions or preference payments, provided that A&P expressly waives any and all avoidance actions or preference claims with respect to the settlement of the C&S Liquidated Claim set forth in Section 1.4(a); and iii) third party claims that have not been asserted prior to the execution of this Agreement and for which one Party would be entitled to indemnification from the other under the Prior C&S Agreement.
Prepetition Claims. Make or commit to make payments to holders of “claims” (as defined in Section 101(5) of the Bankruptcy Code) against a Debtor in respect of prepetition amounts in excess of the line item amount for such claims included in the Budget (within Permitted Variances), other than those payment of those claims that are approved in writing by the Required Lenders.
Prepetition Claims. Such Loan Party shall not, and shall not suffer or permit any of its Subsidiaries to, pay Debt or other prepetition claims (by offset, pursuant to Section 546(g)* of the Bankruptcy Code or otherwise) which were incurred prior to the Petition Date; provided, however, that such Loan Party or Subsidiary may (i) pay pre-Petition Date obligations to employees and payroll taxes, sales and similar taxes to taxing authorities to the extent approved by order of the Bankruptcy Court; and (ii) pay pre-petition claims pursuant to any First Day Orders or other orders reviewed by and acceptable to the Agent and the Initial Lenders (in the case of orders entered prior to the Final Bankruptcy Court Order Date) or the Agent and the Majority Lenders (in the case of orders entered on or after the Final Bankruptcy Court Order Date), but in any event only to the extent budgeted in the cash flow forecast delivered pursuant to Section 7.2(f)(iv) covering the period in which such payment is to be made. Notwithstanding any provision herein to the contrary, the Loan Parties may pay any franchise (and similar) taxes incurred prior to the Petition Date necessary to maintain their existence and qualification or good standing in the respective jurisdictions of their incorporation and in all other jurisdictions in which qualification to do business as a foreign corporation is necessary.
Prepetition Claims. 95 9.32 Applications to Bankruptcy Court.............................................................95 9.33 Use of Letters of Credit.....................................................................95 9.34 Notices......................................................................................95
Prepetition Claims. Such Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, pay Debt which was incurred prior to the Filing Date; provided, however, that such Borrower or Subsidiary may (i) pay pre-Filing Date obligations to employees and payroll taxes, sales and similar taxes to taxing authorities to the extent approved by order of the Bankruptcy Court, (ii) make adequate protection payments on account of secured Debt For Borrowed Money which was incurred prior to the Filing Date so long as (A) the making of any such payment will not cause a breach of Section 9.24 and (B) there is no Event of Default continuing at the time of the making of such payment; (iii) pay pre-petition claims pursuant to any "first day" or other orders reviewed by and acceptable to the Agent; (iv) make rental payments (other than rental payments owing for any period prior to the Filing Date) under true leases entered into by such Borrower or Subsidiary prior to the Filing Date; provided, however, that Alpha Tube shall be permitted to make any rental payments that may be due and owing to any Borrower; and (v) make payments in respect of valid reclamation claims against Alpha Tube or Alpha Tube's assets relating to goods shipped to Alpha Tube; provided that the aggregate amount of payments permitted under this clause (v) shall not exceed $1,600,000. Notwithstanding any provision herein to the contrary, the Borrowers and Alpha Tube may pay any franchise (and similar) taxes incurred prior to the Filing Date necessary to maintain their existence and qualification or good standing in the respective jurisdictions of their incorporation and in all other jurisdictions in which qualification to do business as a foreign corporation is necessary. 106 114
Prepetition Claims. Any Loan Party shall file a motion seeking, or the Bankruptcy Court shall enter, an order (i) approving payment of any prepetition claim other than (x) as provided for in the First and Second Day Orders or, subject to the consent of the Administrative Agent to the extent not presented to them prior to the date hereof, “second day” orders, (y) contemplated by the Budget, or (z) otherwise consented to by the Administrative Agent in writing, (ii) granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code to any holder of any security interest to permit foreclosure on any assets having a book value in excess of $10.0 million in the aggregate, or (iii) except as provided in the Bankruptcy Court Orders, , approving any settlement or other stipulation not approved by the Required Lenders with any pre-Petition secured creditor of any Loan Party providing for payments as adequate protection or otherwise to such secured creditor; or
Prepetition Claims. Any Loan Party shall file a motion seeking, or the Bankruptcy Court shall enter, an order (i) approving payment of any prepetition claim in excess of $100,000 in the aggregate other than (x) as provided for in the “first day” and “second day” orders and included in the Budget or (y) otherwise consented to by the Required DIP Lenders in writing; (ii) granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code to any holder of any security interest to permit foreclosure on any assets having a book value in excess of $50,000 in the aggregate; or (iii) except with respect to each Prepetition Facility as provided in the DIP Orders, approving any settlement or other stipulation in excess of $50,000 in the aggregate not approved by the Required DIP Lenders and not included in the Budget with any secured creditor of any Loan Party providing for payments as adequate protection or otherwise to such secured creditor.
Prepetition Claims. Any Credit Party shall file a motion seeking, or the Bankruptcy Court shall enter, an order (i) approving payment of any prepetition claim (or the Credit Parties shall otherwise make a payment on any prepetition claim) other than (x) as authorized in the “first-day orders” (for the avoidance of doubt, “first-day orders” shall include all orders entered by the Bankruptcy Court with respect to the Chapter 11 Cases in connection with the motions filed by any Credit Party on or within two days after the Petition Date regardless of when such orders are entered) and included in the Budget, (y) otherwise consented to by the Required Lenders in writing, or (z) with respect to the Prepetition Obligations as provided in the DIP Order; (ii) granting relief 71 from the automatic stay in effect under Section 362 of the Bankruptcy Code to any holder of any security interest to permit foreclosure on any assets having a book value in excess of $1,000,000 in the aggregate or to permit other actions that would have a Material Adverse Effect; or (iii) approving any settlement of any prepetition claim, or any action, proceeding, or other stipulation with respect to any prepetition claims not approved by (x) the Required Lenders and (y) solely with respect to any prepetition claim of at least $500,000, if at such time the Outstanding Amount exceeds $5,000,000, DVB Bank SE in its capacity as a Lender (such consent not to be unreasonably withheld) (it being agreed that any reference to the prepetition claims in this clause (p) shall exclude any prepetition claims that are expected to be reimbursed by insurance and are budgeted on the Budget); or
