Bankruptcy Remote Clause Samples

A Bankruptcy Remote clause is designed to insulate a specific entity or asset from the risk of being affected by the bankruptcy of related parties, such as a parent company or affiliates. In practice, this is often achieved by structuring the entity with independent directors, limiting its business activities, and restricting its ability to incur additional debt or merge with other entities. The core function of this clause is to protect creditors and investors by ensuring that the entity remains solvent and operational even if other related parties face insolvency, thereby reducing the risk of asset consolidation in bankruptcy proceedings.
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Bankruptcy Remote. Neither Remark SPV Holdco LLC (“Holdco SPV”) nor Remark Holdings SPV, Inc. (the “Remark SPV”) shall at any time fail to be organized as a bankruptcy-remote entity having an operating agreement or bylaws, as applicable, in form and substance reasonably acceptable to the Holder (with such operating agreement and bylaws in effect on the date of this Agreement being deemed to be reasonably acceptable to the Holder), which an operating agreement or bylaws, as applicable, shall contain usual and customary provisions for (a) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding (the “Independent Director”) and (b) separateness representations and covenants. Holdco SPV shall not at any time fail to own 100% of the equity of Remark SPV. Remark SPV shall not at any time fail to own 100% of the equity of Sharecare, Inc. (the “ShareCare Shares”). Holdco SPV and Remark SPV, as applicable, shall have the following limitations on business activity: (i) Remark SPV’s sole business shall be the ownership and maintenance of the ShareCare Shares and being a Guarantor hereunder; (ii) Remark SPV shall grant no Liens except under this Agreement and shall have no creditors except the Holders and professional service providers (including, without limitation, attorneys, tax advisors and auditors); (iii) Holdco SPV’s sole business shall be owning 100% of the capital stock of Remark SPV and being a Guarantor hereunder; and (iv) other than Permitted Liens and the creditors with respect thereto, Remark SPV shall grant no Liens except under this Agreement and shall have no creditors except the Holders. Remark SPV shall be a wholly owned direct Subsidiary of Holdco SPV and Holdco SPV shall be a wholly owned direct Subsidiary of the Issuer. In addition, the Grantors shall cause each of Holdco SPV and Remark SPV to comply with all of their respective obligations, including obligations to maintain its special purpose vehicle separateness and bankruptcy remote structure, and the Loan Parties shall not amend any such provisions without the prior written consent of the Holders.
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Bankruptcy Remote. Neither IPCo nor IPHoldCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, in form and substance reasonably acceptable to the Required Lenders (with the Organizational Documents in effect on the Initial Closing Date being deemed to be reasonably acceptable), which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (i) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding and (ii) separateness representations and covenants. IPCo shall not at any time fail to solely and exclusively own the entire right and title (except pursuant to the Intercompany License Agreements) in and to the patents and other IP Rights of any form, including formulas, trade secrets, know-how, methods or processes, whether or not registered, which it owns except for (A) those rights which are not material to the business of the Loan Parties and their Subsidiaries, (B) the share or portion of any IP Rights co-owned with a third party pursuant to a Contractual Obligation entered into by any Loan Party in the ordinary course of business and on Arm’s Length Terms expressly granting co-ownership in and to such IP Rights to such third party, and (C) any IP Rights sold, assigned, conveyed, or transferred as an Asset Sale Exception (excluding, for the avoidance of doubt, any licenses or sublicenses). Without limiting the generality of the foregoing, the parties hereto aknowledge and agree that Schedule
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Bankruptcy Remote as to the Borrower, such term shall mean that Borrower (i) is a single purpose entity which owns no assets other than the Property and related assets and (ii) has no Indebtedness and in the future will not incur any Indebtedness other than the Loan and Permitted Additional Debt. Business Day - every day other than Saturday, Sunday and any other day which is a legal holiday under the laws of the state of Lender's office for notice purposes hereunder or is a day on which banking institutions in such state are required or authorized to close. Cash Collateral – all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Lender or any Affiliate of Lender or in transit to any of them; which term includes, without limitation, the Tax Escrow Account, all sums deposited in such account and any cash collateral pledged to Lender pursuant to any provision of this Agreement or any of the other Loan Documents. CERCLA - the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.▇.▇. §▇▇▇▇, et seq.), as amended from time to time, which for purposes of this definition shall include, without limitation, the Superfund Amendments and Reauthorization Act.
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Bankruptcy Remote. Borrower shall have been incorporated as a bankruptcy remote Subsidiary of Servicer with such board composition, charter provisions, and other safeguards as Agent may reasonably request.
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Bankruptcy Remote. (a) Neither Borrower nor RevenueCo shall at any time fail to be organized as a bankruptcy-remote entity having bylaws or an operating agreement, as applicable, conforming to the requirements of the Separateness Provisions and which bylaws or operating agreement, as applicable, shall contain usual and customary provisions for (i) appointment of an independent director whose affirmative vote shall be required to commence an insolvency proceeding and (ii) separateness representations and covenants. (b) Except as otherwise expressly set forth in the Spectrum Usage Agreement, Borrower will retain, not alienate in any manner, and be the sole and exclusive beneficiary of, all rights in and to the Spectrum Assets granted to it under the SpectrumCo-Ligado Collaboration Agreement and all other rights and benefits granted to it under the SpectrumCo-Ligado Collaboration Agreement (to the fullest extent permitted by Law). The foregoing shall include in the event of breach of contract, insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the parties to the Spectrum Usage Agreement or the SpectrumCo-Ligado Collaboration Agreement.
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Bankruptcy Remote. Seller is a bankruptcy-remote special purpose vehicle.
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Related to Bankruptcy Remote

  • Bankruptcy, etc (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.