Prepetition Payments Clause Samples

Prepetition Payments. The making of any Prepetition Payments other than (i) as permitted by the Orders, (ii) as permitted by any First Day Orders or (iii) approved by the Required DIP Lenders in their sole discretion. Notwithstanding anything to the contrary in this Section 8.01, a Default (the “Initial Default”) may not be cured pursuant to this Section 8.01: (i) if the taking of any action by any Credit Party or Subsidiary that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Credit Party or Subsidiary had actual knowledge at the time of taking any such action that the Initial Default had occurred and was continuing, (ii) in the case of an Initial Default that results in an Event of Default under Section 8.01(h) or (i) that directly results in material impairment of the rights and remedies of the DIP Lenders, Collateral Agent and Administrative Agent under the Credit Documents and that is incapable of being cured, (iii) in the case of an Initial Default that results in an Event of Default under Section 8.01(c) arising due to the failure to perform or observe Section 6.05 or 6.06 that directly results in a material adverse effect on the ability of the Borrower and the other Credit Parties (taken as a whole) to perform their respective payment obligations under any Credit Document to which the Borrower or any of the other Credit Parties is a party, or (iv) in the case of an Initial Default that results in an Event of Default under Section 8.01(j); or (v) in the case of an Initial Default for which (i) the Borrower failed to give notice to the Administrative Agent and the DIP Lenders of such Initial Default in accordance with Section 6.03 of this Agreement and (ii) the Borrower has actual knowledge of such failure to give such notice.

Prepetition Payments. Except as permitted by the Orders, any Debtor shall make any Prepetition Payment other than Prepetition Payments (i) authorized by the Bankruptcy Court in accordance with the First Day Orders or “second day orders” of the Bankruptcy Court reasonably satisfactory to the Required Lenders or (ii) as set forth under the Approved Budget; or

Prepetition Payments. Except as permitted by the Interim Financing Order or Final Financing Order, or as otherwise permitted by this Agreement (including in connection with adequate protection payments), or as otherwise agreed to by the Agent (after reasonable consultation with the Required Term Lenders’ Advisors), if the Company shall make any Prepetition Payment other than Prepetition Payments authorized by the Bankruptcy Court (1) in accordance with “first day” or “second day” orders entered with the consent of (or non-objection by) the Agent (in each case after reasonable consultation with the Required Term Lenders’ Advisors) on or prior to June 9, 2013 or other orders of the Bankruptcy Court entered with the consent of (or non-objection by) the Agent (in each case after reasonable consultation with the Required Term Lenders’ Advisors), (2) in connection with the assumption of executory contracts and unexpired leases with the consent of (or non-objection by) the Agent (after reasonable consultation with the Required Term Lenders’ Advisors), (3) in respect of accrued payroll and related expenses and employee benefits as of the Petition Date and (4) in respect of other Prepetition Payments authorized by order of the Bankruptcy Court entered with the consent of (or non-objection by) the Agent (in each case after reasonable consultation with the Required Term Lenders’ Advisors) in an aggregate amount not to exceed $5,000,000.

Prepetition Payments. No Loan Party shall make any Prepetition Payment other than Prepetition Payments specifically contemplated in the first-day orders, the Orders, the Budget or payments in connection with the assumption of any contract or lease approved by the Bankruptcy Court and consented to by the Administrative Agent.

Prepetition Payments. Holdings will not, will not permit any of its Subsidiaries to, and will not apply to the Bankruptcy Court for authority to (a) make any payment in respect of pre-Petition Date Indebtedness including payments to pre-Petition Date vendors (other than as permitted by the Orders), (b) amend, modify or change any agreement or document relating to any pre-Petition Date Indebtedness, and (c) make any payment on any post-Petition Date Indebtedness outside the Borrower's ordinary course of business; provided, however, that the Credit Parties may make the payments specifically contemplated in the first day orders referred to in Section 5.1(b) so long as such payments are consistent with the applicable Budget and the terms of this Agreement.

Prepetition Payments. The Borrower or any Credit Party shall make any Prepetition Payment other than (i) as permitted by the Interim DIP Order or the Final DIP Order, (ii) as otherwise permitted by this Agreement, (iii) as otherwise ordered by the Bankruptcy Court and agreed in writing by Administrative Agent (with the consent of the Required Lenders) in its sole discretion or (iv) as authorized by the Bankruptcy Court (A) in accordance with the First Day Orders or any other orders of the Bankruptcy Court entered with the consent of (or without any objection by) Administrative Agent (with the consent of the Required Lenders), (B) in connection with the assumption of executory contracts and unexpired leases with the consent of (or non-objection by) Administrative Agent(with the consent of the Required Lenders), (C) in respect of accrued payroll and related expenses and employee benefits as of the Petition Date or (D) in respect of other Prepetition Payments in an aggregate amount not to exceed $7,500,000, in each case to the extent such payments are otherwise in compliance with the Budget Covenant.

Prepetition Payments. The making of any Prepetition Payments other than (i) as permitted by the Orders, (ii) as permitted by any First Day reasonably satisfactory to the Required DIP Creditors, (iii) as set forth under the Approved Budget (subject to Permitted Variances) or (iv) approved by the Required DIP Creditors in their sole discretion. Notwithstanding anything to the contrary in this Section 8.01, a Default (the “Initial Default”) may not be cured pursuant to this Section 8.01: (i) if the taking of any action by any Credit Party or Subsidiary that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Credit Party or Subsidiary had actual knowledge at the time of taking any such action that the Initial Default had occurred and was continuing, (ii) in the case of an Initial Default that results in an Event of Default under Section 8.01(h) or (i) that directly results in material impairment of the rights and remedies of the DIP Creditors, Collateral Agent and Administrative Agent under the Credit Documents and that is incapable of being cured, (iii) in the case of an Initial Default that results in an Event of Default under Section 8.01(c) arising due to the failure to perform or observe Section 6.05 or 6.06 that directly results in a material adverse effect on the ability of the Borrower and the other Credit Parties (taken as a whole) to perform their respective payment obligations under any Credit Document to which the Borrower or any of the other Credit Parties is a party, or (iv) in the case of an Initial Default that results in an Event of Default under Section 8.01(j); or (v) in the case of an Initial Default for which (i) the Borrower failed to give notice to the Administrative Agent and the DIP Creditors of such Initial Default in accordance with Section 6.03 of this Agreement and (ii) the Borrower has actual knowledge of such failure to give such notice.

Prepetition Payments. Except to the extent permitted hereunder, under the Orders or under the Budget, no Loan Party shall, without the express prior written consent of the Administrative Agent and Required Lenders or pursuant to an order of the Bankruptcy Court after notice and a hearing, use the proceeds of the Loans or cash collateral to make any Prepetition Payment.

Prepetition Payments. Without the prior written consent of the Administrative Agent, no Loan Party shall, or shall apply to the Bankruptcy Court for authority to: (i) make any payment with respect to prepetition obligations of any of the Loan Parties (other than as permitted by the first-day orders, the Orders or this Agreement), (ii) amend, modify or change any agreement or document relating to any prepetition Indebtedness, or (iii) make any payment on any post-petition Indebtedness outside of such Loan Party's ordinary course of business; PROVIDED, HOWEVER, (i) the Loan Parties may make the payments specifically contemplated in the first-day orders, the Budget or payments in connection with the assumption of any contract or lease approved by the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ consented to by the Administrative Agent pursuant to subsection 7.21 hereof and (ii) the Loan Parties may apply to the Bankruptcy Court for authority to make any such payments or changes upon, and in connection with, the confirmation of a Conforming Plan and PROVIDED, FURTHER that the Administrative Agent shall (for the purposes of this Agreement and without prejudice to the right of any Agent or Lender to object in any proceeding before the Bankruptcy Court) be deemed to have consented to any matter otherwise prohibited under this subsection 7.19 if it shall have failed to object within 15 days of its receipt of written notice from Borrower identifying the action proposed to be taken.