Subordination of Intercompany Obligations. (a) Each Borrower executing this Agreement or any other Loan Document covenants and agrees that the payment of all obligations, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 13.25, to the prior payment in full in cash of all Obligations and that the subordination is for the benefit of Administrative Agent, the Issuing Bank, and Lenders, and Administrative Agent, the Issuing Bank, and Lenders may enforce such provisions directly.
(b) Each Borrower executing this Agreement or any other Loan Document hereby (i) authorizes Administrative Agent, the Issuing Bank, and Lenders to demand specific performance of the terms of this Section 13.25 irrespective of whether any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 13.25 that are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(c) Except to the extent otherwise permitted herein, upon any distribution of assets of any Borrower in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise):
(i) all Obligations shall be fully and finally paid and performed and all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder shall be terminated before any Borrower is entitled to receive any payment on account of the Intercompany Obligations;
(ii) any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, to which any other Borrower would be entitled, except for the provisions of this Section 13.25 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Administrative Agent, to the extent neces...
Subordination of Intercompany Obligations. Any and all obligations of the Borrower or any other Loan Party to any Subsidiary Guarantor now or hereafter existing is hereby subordinated to the Guaranteed Obligations. No Subsidiary Guarantor will seek, accept or retain for such Subsidiary Guarantors’ account, any payment from any Loan Party on account of such obligations at any time when a Default or Event of Default exists, and any such payments made while any Default or Event of Default exists on account of such obligations shall be collected and received by such Subsidiary Guarantor in trust for the Administrative Agent and the Lenders and shall be paid over to the Administrative Agent on account of the Guaranteed Obligations without impairing or releasing the obligations of the Subsidiary Guarantors hereunder.
Subordination of Intercompany Obligations. (a) Each Obligor agrees that all Subordinated Intercompany Indebtedness shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of the Obligors under this Agreement (and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (b) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to in this Section 15.01 as “Senior Indebtedness”). For purposes hereof, “Subordinated Intercompany Indebtedness” shall mean all obligations, liabilities and Indebtedness of an Obligor owed to another Obligor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses and reimbursement obligations.
Subordination of Intercompany Obligations. (a) Each Credit Party covenants and agrees, that (i) all payments of the principal of (and premium, if any), and interest on, the Intercompany Obligations and any Liens securing the Intercompany Obligations are hereby subordinated in accordance with the provisions of this Section 1.18 and junior ------------ in right of payment to the prior payment in full in cash or Cash Equivalents of all the Obligations and (ii) the Obligations are by the terms hereof expressly made superior in right of payment to the Intercompany Obligations and any such Liens.
(b) Upon payment or distribution of assets or securities of any Credit Party of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of any Credit Party, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Credit Party, all Obligations shall first be paid in full in cash, or payment provided for in cash or Cash Equivalents in a manner satisfactory to Agent, before any Credit Party receives any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Intercompany Obligations. Agent, on behalf of the Lenders, shall be entitled to receive directly, for application to the payment of the Obligations, any payment or distribution of any kind, whether in cash, property or securities, made in respect of the Intercompany Obligations. Agent, on behalf of the Lenders, is hereby authorized to file an appropriate claim for the Intercompany Obligations in any such proceeding.
(c) No direct or indirect payment of principal of (or premium, if any), or interest on, the Intercompany Obligations, whether pursuant to the terms of the Intercompany Obligations, upon acceleration, using the proceeds of any collateral for the Intercompany Obligations or otherwise, shall be made to any Credit Party if at the time of such payment there exists an Event of Default. In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any Credit Party shall have received any payment on account of the Intercompany Obligations at a time when such payment is prohibited by such provision before the Obligations are paid i...
Subordination of Intercompany Obligations. The Borrower agrees that all Intercompany Obligations shall be subject and subordinate and junior in right of payment and performance to all obligations of the Borrower Subsidiaries to the Collateral Agent and Administrative Agent hereunder and to the security interests in the Collateral granted to the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance of the Secured Obligations. Upon the occurrence and during the continuance of an Event of Default or if the Facility Termination Date has occurred or been declared under the terms of the Credit Agreement, then unless and until all Secured Obligations shall have been paid and performed in full, (x) no payment on account of the principal of, or interest on, or any other amount in respect of, the Intercompany Obligations or any judgment with respect thereto shall be made by or on behalf of any Borrower Subsidiary to the Borrower and (y) the Borrower shall not (A) ask, demand, xxx for, take or receive from any Borrower Subsidiary, by set-off or in any other manner any payment on account of the principal of, or interest on, or any other amount in respect of, the Intercompany Obligations or (B) seek any other remedy allowed at law or in equity against any Borrower Subsidiary for a breach of Intercompany Obligations. If any payment or distribution of any character, whether in cash, securities or other property, in respect of Intercompany Obligations shall be received by the Borrower in violation of the terms of this section, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the Administrative Agent for the benefit of the Secured Parties to the extent necessary to pay all Secured Obligations in full.
Subordination of Intercompany Obligations. (a) The Company shall ensure that the obligations owed to the Trust, the Company and each Subsidiary Guarantor under each Payment Document are at all times validly subordinated pursuant to the Subordination Agreement in favour of the obligations of the Company, the Trust and the Subsidiary Guarantors to the holders of Notes under all of the Financing Agreements.
(b) The Company shall ensure that at all times (i) the Trust is the holder of all issued and outstanding notes issued under the Note Indenture, and (ii) the Trust is the payee of the net profits interest payable under the NPI Agreement, the PVT NPI Agreement and the PTF NPI Agreement, in each case as amended, restated, supplemented, modified or replaced from time to time.
Subordination of Intercompany Obligations. Each Guarantor covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Guarantor), fees, charges, expenses, reasonable attorneys’ fees and any other sum, obligation or liability owing by any other Guarantor to such Guarantor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 10.10, to the prior payment in full of all Obligations (herein, the “Senior Obligations”) and that the subordination is for the benefit of Bank, and Bank may enforce such provisions directly (it being understood that nothing in this Section 10.10 shall prohibit any payment on any Intercompany Obligations so long as no Default or Event of Default has occurred and is continuing).
Subordination of Intercompany Obligations. Any Indebtedness of any Obligor (the “Debtor-Obligor”) now or hereafter owing to any other Obligor (the “Creditor-Obligor”) is here-by subordinated to the Obligations of such Debtor-Obligor owing to the Agent and Purchasers; and if the Agent so requests at a time when an Event of Default exists, all such Indebtedness of such Debtor-Obligor to such Creditor-Obligor shall be collected, enforced and received by such Creditor-Obligor for the benefit of the Agent and Purchasers and be paid over to the Agent on behalf of the Purchasers on account of the Obligations, but without affecting or impairing in any manner the liability of any Obligor under the other provisions of this Agreement and the Transaction Documents. Without limiting the generality of the foregoing, any Liens granted by any Debtor-Obligor in favor of any Creditor-Obligor is hereby made subordinate and junior to the Liens granted by such Debtor-Obligor to the Agent, for the benefit of the Purchasers.
Subordination of Intercompany Obligations. Any and all obligations of the Company or any other Indenture Party to any Subsidiary Guarantor now or hereafter existing is hereby subordinated to the Guaranteed Obligations. No Subsidiary Guarantor will seek, accept or retain for such Subsidiary Guarantors’ account, any payment from any Indenture Party on account of such obligations at any time when a Default or Event of Default exists under this Indenture or any other Indenture Documents, and any such payments made while any Default or Event of Default exists under this Indenture or any other Indenture Document on account of such obligations shall be collected and received by such Subsidiary Guarantor in trust for the Trustee and the Holders and shall be paid over to the Trustee on account of the Guaranteed Obligations without impairing or releasing the obligations of the Subsidiary Guarantors hereunder.
Subordination of Intercompany Obligations. Each Borrower covenants and agrees that the payment of all Obligations, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated to the prior Payment in Full of all Obligations and that the subordination is for the benefit of Administrative Agent, Issuing Banks and Lenders and Administrative Agent, Issuing Bank and Lenders may enforce such provisions directly, including in any Insolvency Proceeding of any Loan Party.
