Administrative Expense Claim Sample Clauses

Administrative Expense Claim. The Company agrees that any amounts that become due and payable to the Purchasers pursuant to, under, or with respect to this Agreement, including the Purchaser Termination Fee and the Purchaser Expense Reimbursement, shall survive termination of this Agreement and shall constitute administrative expenses under section 503(b)(1) and 507(a)(2) of the Bankruptcy Code and other applicable Law; provided, however, that if any claim in the Bankruptcy Cases is granted, or deemed to be granted, a status that would entitle such claim to priority over any administrative expense claims in the Bankruptcy Cases, then the Purchasers’ administrative expense claims hereunder shall be treated and paid pari passu with such claim subject only to the Carve-Out as defined and set forth in the adequate protection order attached as Exhibit E to the RSA. The obligation to pay in full in cash when due any amount owed by the Company to any Purchaser under this Agreement, including the Purchaser Termination Fee and the Expense Reimbursement, shall not be discharged, modified, or otherwise affected by (i) the appointment of a chapter 7 or chapter 11 trustee in the Bankruptcy Cases, (ii) any chapter 11 plan for the Company or any of its Subsidiaries, or (iii) any other order of the Bankruptcy Court, including an order dismissing or converting any chapter 11 case of the Company or any of its Subsidiaries, and no such amounts paid shall be subject to avoidance under chapter 5 of the Bankruptcy Code or other applicable Law or objection, challenge, deduction, subordination, recharacterization, or offset.
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Administrative Expense Claim. In the event Seller has any liability to Buyer under this Article XI, and Seller is unable to satisfy such liability in cash, Seller shall support Buyer's application to be filed with the Bankruptcy Court for the allowance of an Administrative Expense Claim in the full amount of such unpaid liability.
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Administrative Expense Claim. As security for the payment of the 10% Notes Adequate Protection Obligations, the 10% Trustee, on behalf of itself and the 10% Noteholders, is hereby granted an allowed administrative expense claim against the Pari Passu Debtors (the “10% Administrative Expense Claim”) under section 507(b) of the Bankruptcy Code, with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, subject and subordinate only to the DIP Superpriority Claims and the Carve-Out, provided, however that the 10% Notes Parties shall not receive or retain any payments, property or other amounts in respect of the 10% Administrative Expense Claim unless and until the indefeasible payment in full in cash of all DIP Obligations pursuant to the DIP Credit Agreement.
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Administrative Expense Claim. As security for the payment of the Oaktree Adequate Protection Obligations, the Oaktree Agent, on behalf of itself and the other Oaktree Parties, is hereby granted an allowed administrative expense claim (the “Oaktree Administrative Expense Claim”) under section 507(b) of the Bankruptcy Code, with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, which shall rank junior in priority to the DIP Superpriority Claims and the Carve-Out, and, at the Pari Passu Debtors, the 10% Administrative Expense Claim.
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Administrative Expense Claim. As security for the payment of the 10% Notes Adequate Protection Obligations, the 10% Trustee, on behalf of itself and the 10% Noteholders, is hereby granted an allowed administrative expense claim against the Pari Passu Debtors (the “10% Administrative Expense Claim”) under section 507(b) of the Bankruptcy Code, with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, subject and subordinate to the Carve-Out, pari passu with the Oaktree Administrative Expense Claim, and senior to the DIP Superpriority Claims.
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Administrative Expense Claim. As security for the payment of the Oaktree Adequate Protection Obligations, the Oaktree Agent, on behalf of itself and the other Oaktree Secured Parties, is hereby granted an allowed administrative expense claim (the “Oaktree Administrative Expense Claim”) under section 507(b) of the Bankruptcy Code against each Debtor, with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, which shall rank junior in priority to the Carve-Out, senior to the DIP Superpriority Claims, and, at the Pari Passu Debtors, pari passu with the 10% Administrative Expense Claim.
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Related to Administrative Expense Claim

  • Administrative Expenses Notwithstanding anything to the contrary contained in the Current HPA as amended by this Second Amendment, HFA and Eligible Entity may from time to time submit adjusted budgets to Treasury requesting approval to re-allocate HHF Funds to pay actual program expenses as set forth on a proposed Schedule C. In the event that Treasury shall approve an adjusted budget, in Treasury’s sole discretion, the parties shall enter into an amendment to the HPA to modify Schedules A, B and C as necessary.

  • Administrative Costs Administrative costs will not be included in the budget neutrality agreement, but the state must separately track and report additional administrative costs that are directly attributable to the demonstration. All administrative costs must be identified on the Forms CMS-64.10 Waiver and/or 64.10P Waiver.

  • Administrative Fees The Borrower agrees to pay to the Administrative Agent an annual fee as agreed to between the Borrower and the Administrative Agent.

  • Administrative Fee The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Fee Letter.

  • Payments as Administrative Expenses Payments from the Receiver with respect to this Single Family Shared-Loss Agreement are administrative expenses of the Receiver. To the extent the Receiver needs funds for shared-loss payments respect to this Single Family Shared-Loss Agreement, the Receiver shall request funds under the Master Loan and Security Agreement, as amended (“MLSA”), from FDIC in its corporate capacity. The Receiver will not agree to any amendment of the MLSA that would prevent the Receiver from drawing on the MLSA to fund shared-loss payments.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Administrative Penalty That Respondent shall pay an Administrative Penalty of $1,000.00 to the Participating States to be distributed equally amongst the Participating States (the “per-state payment”).

  • Treatment of Unallowable Costs Previously Submitted for Payment The Debtors further agree that within 90 days of the Effective Date of this Agreement they shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by the Debtors or any of their current subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. The Debtors agree that the United States, at a minimum, shall be entitled to recoup from the Debtors any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment. Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by the Debtors or any of their current subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on the Debtors or any of their current subsidiaries or affiliates’ cost reports, cost statements, or information reports.

  • Derivative Claims Section 5. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

  • Professional Fees Borrower promises to pay Lender’s fees and expenses necessary to finalize the loan documentation, including but not limited to reasonable attorneys fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, Borrower promises to pay any and all reasonable attorneys’ and other professionals’ fees and expenses (including fees and expenses of in-house counsel) incurred by Lender after the Closing Date in connection with or related to: (a) the Loan; (b) the administration, collection, or enforcement of the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the protection, preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to Borrower or the Collateral, and any appeal or review thereof; and (g) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to Borrower, the Collateral, the Loan Documents, including representing Lender in any adversary proceeding or contested matter commenced or continued by or on behalf of Borrower’s estate, and any appeal or review thereof.

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