Creditor Termination Event definition

Creditor Termination Event has the meaning set forth in Section 8 hereof.
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Creditor Termination Event means any of the following:
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Creditor Termination Event means any of the following events: (a) A Consensual Transaction or Fallback Scheme has not been consummated by 11:59 p.m. (Eastern Time) on May 1, 2023 (the “Outside Date” and, such non-occurrence, an “Outside Date Termination Event”); (b) the material breach by the Issuer of any covenant or obligation contained in this Agreement, including the failure by the Issuer to comply with a direction given by the Requisite Consenting Holders pursuant to Section 4.01(b) of this Agreement, which breach remains uncured for five (5) Business Days after the Issuer receives written notice from any Consenting Holder; (c) the representations or warranties made by the Issuer in this Agreement were untrue in any material respect when made or have become untrue in any material respect, which remains untrue for five (5) Business Days after the Issuer receives notice from any Consenting Holder; (d) the Issuer proposes or supports an alternative restructuring transaction other than as contemplated by this Agreement (an “Alternative Transaction”) or publicly announces its intention to pursue an Alternative Transaction, and does not rescind or withdraw such Alternative Transaction within five (5) Business Days after the Issuer receives written notice from the Requisite Consenting Holders; (e) the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its subsidiaries or of any substantial part of their property (such appointment or taking possession, a “Liquidation Termination Event”); (f) the making by the Issuer of or any of its subsidiaries of any general assignment for the benefit of creditors other than as contemplated by the Transaction; (g) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Fallback Scheme, and such ruling, judgment or order has not been reversed or vacated by the Outside Date; (h) the Issuer or any of its subsidiaries (A) files with a court of competent jurisdiction, to the extent in contravention of this Agreement, the Transaction Term Sheet, the Implementation Steps Memo or such other transaction structure or means of implementation agreed to by the Requisite Consenting Holders in their sole discretion, (i) any motion or application seeking authority to sell any material assets outside the ordinary course of bu...
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Examples of Creditor Termination Event in a sentence

  • For the avoidance of doubt, termination of this Agreement on account of any Individual Creditor Termination Event shall only be effective as to such terminating Consenting Creditor, and this Agreement shall continue in full force and effect as to all other Parties.

  • No Party may exercise any of its respective termination rights as set forth herein if (i) such Party’s breach has caused, or resulted in, the occurrence of a Creditor Termination Event or Company Termination Event (as applicable), and (ii) such Party’s breach is continuing when such Party seeks to exercise any of its respective termination rights.

  • Occurrence of a Creditor Termination Event entitles, but does not require, the Required Consenting Berry Creditors to terminate the Berry RSA (as more fully set forth therein).

  • Further, conversion to a case under chapter 7 is a Creditor Termination Event, as that term is defined in the LINN RSA.

  • Notwithstanding the foregoing, if any Consenting Creditor Termination Event is caused by any Consenting Party, this Agreement shall be terminable solely with respect to that Consenting Party.

  • Occurrence of a Creditor Termination Event entitles, but doesnot require, the Required Consenting LINN Creditors to terminate the LINN RSA (as more fully set forth therein).

  • If the Restructuring is not consummated, or following the occurrence of a Consenting Creditor Termination Event, a Company Termination Event or the termination of this Agreement, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, and the Parties expressly reserve any and all of their respective rights.

  • This Agreement shall automatically terminate two (2) business days following the delivery of written notice to the Company (in accordance with Section 20) from the Requisite Noteholders at any time after and during the continuance of any Creditor Termination Event (as defined herein).

  • Occurrence of a Creditor Termination Event entitles, but does not require, the Required Consenting Creditors, as defined in the LINN RSA, to terminate the LINN RSA (as more fully set forth therein).

  • No Party may exercise any of its respective termination rights as set herein, if such Party has failed to perform or comply in all material respects with the terms and conditions of this Agreement (unless such failure to perform or comply arises as a result of another Party’s actions or inactions), with such failure to perform or comply causing, or resulting in, the occurrence of the Creditor Termination Event or Company Termination Event specified herein.


More Definitions of Creditor Termination Event

Creditor Termination Event means any of the following: (i) The breach in any material respect by any Fairway Party of any of the undertakings, representations, warranties or covenants of the Fairway Parties set forth herein which remains uncured for a period of five (5) business days after the receipt of written notice of such breach from the Requisite Lenders pursuant to this Section 6 and in accordance with Section 21 (as applicable). (ii) On May 3, 2016, unless the Fairway Parties have commenced the Solicitation. (iii) On May 8, 2016, unless the Fairway Parties have completed the Solicitation on such date or commenced the Fairway Cases and requested authority to complete the Solicitation postpetition. (iv) On the Commencement Date, unless the Fairway Parties have filed the Fairway Plan, the Fairway Disclosure Statement, the motion to schedule a joint hearing for approval of the Fairway Plan and the Fairway Disclosure Statement, and the motion for approval of the DIP Facility (as defined in the Plan). (v) On the date that is five (5) days after the Commencement Date, if the Bankruptcy Court shall not have entered an order in form and substance satisfactory to the Requisite Lenders approving the DIP Facility on an interim basis. (vi) On the date that is ten (10) days after the Commencement Date if the Fairway Parties have not completed the Solicitation by such date. (vii) On the date that is forty-five (45) days after the Commencement Date, if the Bankruptcy Court shall not have entered an order in form and substance satisfactory to the Requisite Lenders approving the DIP Facility on a final basis. (viii) On the date that is sixty (60) days after the Commencement Date, if the Bankruptcy Court shall not have entered an order in form and substance reasonably satisfactory to the Fairway Parties and the Requisite Lenders approving the Fairway Disclosure Statement and confirming the Fairway Plan. (ix) Seventy-five (75) days after the Commencement Date (the “Outside Date”), if the Effective Date for the Fairway Plan has not occurred. (x) The Fairway Parties withdraw the Fairway Plan or Fairway Disclosure Statement or file any motion or pleading with the Bankruptcy Court that is not consistent with this Agreement or the Fairway Plan and such motion or pleading has not been withdrawn prior to the earlier of (i) two (2) business days after the Fairway Parties receive written notice from the Requisite Lenders (in accordance with Section 21) that such motion or pleading is inconsistent with t...
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Creditor Termination Event means any of the following: (i) The breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth herein (except compliance with the Milestones) which remains uncured for a period of five (5) business days after the receipt of written notice of such breach from the Requisite Consenting Creditors pursuant to this Section 6 hereof and in accordance with Section 23 hereof (as applicable). (ii) Any Milestone shall fail to occur by the date set forth in the definition of “Milestones” herein for the applicable Milestone. (iii) The issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for twenty-five (25) business days after such terminating Consenting Creditors transmit a written notice in accordance with Section 23 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Consenting Creditor that sought or requested such ruling or order in contravention of any obligation set out in this Agreement. (iv) the Bankruptcy Court enters an order denying confirmation of the Plan. (v) The occurrence of (1) any “Event of Default” under the DIP Credit Agreement, the Interim DIP Order or the Final DIP Order (after giving effect to any amendments, supplements, modifications or waivers to the DIP Credit Agreement, the Interim DIP Order or the Final DIP Order made or provided after the Effective Date), or (2) an acceleration or maturity of the obligations or termination of commitments under the DIP Credit Agreement. (vi) The Bankruptcy Court grants relief pursuant to a Final Order that (1) is inconsistent with this Agreement in any material respect or (2) would, or would reasonably be expected to, materially frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring Transactions. (vii) The Bankruptcy Court enters an order terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization. (viii) Any Debtor (1) withdraws the Plan, (2) publicly announces, or announces in writing to any other Party, its intention to withdraw the Plan or not support the Plan, or (3) moves to voluntarily dismiss ...
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Creditor Termination Event means any of the following: (i) the breach by any NPC Party of any of the undertakings, representations, warranties or covenants of such NPC Party set forth herein in any material respect which remains uncured for a period of seven (7) business days after the receipt of written notice of such breach pursuant to Sections 5(a) and 21 hereof (as applicable); (ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Plan or the Restructuring, and such ruling, judgment or order has not been stayed, reversed or vacated within ten (10) business days after such issuance; (iii) any Definitive Document not being acceptable or reasonably acceptable (as applicable) to the Requisite Creditors or the Backstop Parties (as applicable); (iv) any NPC Party (A) amending, or modifying, or filing a pleading seeking authority to amend or modify, any Definitive Document in a manner that is materially inconsistent with this Agreement without the prior written consent of the Requisite Creditors; (B) suspending or revoking the Restructuring Transactions; or (C) publicly announcing its intention to take any such action listed in the foregoing clauses (A) and (B) of this subsection; (v) the Company files any motion or pleading with the Bankruptcy Court that is inconsistent with this Agreement or the Restructuring Term Sheet; (vi) any NPC Party (A) commences a Chapter 11 Case in a court other than the Bankruptcy Court, (B) files any chapter 11 plan for an Alternative Restructuring or
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Creditor Termination Event means any of the following: i. the Supporting Noteholder elects to terminate this Agreement and its obligations under the Term Sheet and DIP Term Sheet because it is not satisfied with its diligence review in its sole discretion; provided, however, that the Supporting Noteholder may not terminate or deliver a notice of termination due to the foregoing Creditor Termination Event before June 30, 2020 if reasonably requested diligence information is being provided by the Company; provided, further, that the Supporting Noteholder shall be permitted in all circumstances to terminate or deliver a notice of termination due to the foregoing Creditor Termination Event on or before July 6, 2020. ii. the breach or default by the Company or its failure to fulfill or comply with any of the undertakings, representations, warranties, or covenants of the Company set forth herein (for the avoidance of doubt, including the Term Sheet and DIP Term Sheet) or in the Convertible Notes Agreement in any material respect; iii. the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of or rendering illegal the Plan or the Restructuring, and either (A) such ruling, judgment, or order has been issued at the request of or with the acquiescence of the Company, or (B) in all other circumstances, such ruling, judgment, or order has not been stayed, reversed, or vacated within ten (10) business days after such issuance; iv. if a Permitted Refinancing has not occurred by the Permitted Refinancing Deadline and the Company has not satisfied any of the following milestones:(3) 1. On or before July 9, 2020, the Debtors and IEH, as Exit Lender, shall execute the Exit Financing Commitment Letter; 2. The Debtors shall commence the respective prearranged Chapter 11 Cases in the Bankruptcy Court no later than July 13, 2020; 3. The Debtors shall file their Schedules D and E/F of Assets and Liabilities, and the Statements of Financial Affairs no later than seven (7) business days after the Petition Date; 4. The Debtors shall obtain the Bar Date Order no later than five (5) business days after the Petition Date; 5. Each Debtor shall file the Plan and Disclosure Statement by no later than the Petition Date; 6. The Debtors shall file a motion seeking approval of the DIP Facility on the Petition Date; 7. The Interim DIP Order shall be entered in the Chapter 11 Cases by no later than fiv...
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Creditor Termination Event will mean any of the following: (a) the Commencement Date has not occurred by 11:59 p.m. (Eastern Time) on June 12, 2017; (b) the Exchange Effective Date has not occurred by 11:59 p.m. (Eastern Time) on July 10, 2017; (c) the Closing Date has not occurred by 11:59 p.m. (Eastern Time) on July 13, 2017 (the “Outside Date”); (d) Brand LLC shall not have, effective before 11:59 p.m. (Eastern Time) on the date two days before the Exchange Effective Date, either (i) made a tax election to be treated as a corporation for tax purposes or (ii) converted from a limited liability company to a corporation; (e) the Company breaches its obligations under Section 5(d) of this Agreement; (f) the material breach by the Company or Sponsors, as applicable, of (i) any covenant contained in this Agreement or (ii) in any respect, any other obligations of the Company or Sponsors, as applicable, set forth in this Agreement; (g) the occurrence of any Material Adverse Effect; (h) termination of the Note Purchase Agreement in accordance with its terms; (i) (i) the representations or warranties in Sections 9.01(c), 9.03(a), 9.03(e) or 9.03(l) made by the Company or the Sponsors, as applicable, will have been untrue in any material respect when made or will have become untrue in any material respect, and (ii) any other representation or warranty made by the Company or Sponsors hereunder, as applicable, will have been untrue when made or will have become untrue; (j) The Company proposes or supports an Alternative Transaction or publicly announces its intention to pursue an Alternative Transaction; or (k) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Restructuring or Exchange Offer, and such ruling, judgment or order has not been reversed or vacated before the Exchange Effective Date.
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Related to Creditor Termination Event

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Operating Advisor Termination Event As defined in Section 7.06(a) of this Agreement.

  • Termination Event means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Event Termination Date See Section 2(e) hereof.

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

  • Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.