Prove in Liquidation Clause Samples

The "Prove in Liquidation" clause establishes the right of a party to submit a claim for amounts owed if the other party enters liquidation. In practice, this means that if a company becomes insolvent and is being liquidated, creditors or counterparties can formally present their claims to the liquidator to seek repayment from the remaining assets. This clause ensures that parties have a clear process to follow in insolvency situations, protecting their interests by allowing them to participate in the distribution of the debtor's assets.
POPULAR SAMPLE Copied 5 times
Prove in Liquidation. Each Borrower and Guarantor irrevocably authorizes Agent and each of its authorized representatives to prove in the liquidation of any Loan Party for all money that the Borrower or Guarantor can claim against the Loan Party on any account. Agent need only account to the Borrower or Guarantor for dividends it receives in excess of the Obligations, without interest.
View SourceView Similar (4)
Prove in Liquidation. The Buyer Guarantor irrevocably authorises the Seller to prove in the liquidation or other relevant insolvency event affecting the Buyer for all money that the Buyer Guarantor can claim against the Buyer on any account. The Seller need only account to the Buyer Guarantor for distributions it receives in excess of any Buyer Guaranteed Obligations, without interest.
View SourceView Similar (2)
Prove in Liquidation. The Guarantor irrevocably authorises TfNSW to prove in the Liquidation of the Operator for all money that the Guarantor can claim against the Operator on any account. TfNSW need only account to the Guarantor for distributions, dividends or other payments it receives in excess of the Obligations, without interest.
View Source

Related to Prove in Liquidation

  • Cash Liquidation 7 Certificate...................................................................7

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.