Common use of Disgorgement Clause in Contracts

Disgorgement. In the event that the Lenders are required to repay or disgorge to Borrowers or any representatives of the Borrowers’ estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Obligations authorized and directed to be repaid pursuant to the Financing Order, or any payment on account of the Existing Secured Obligations made to any Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, Borrowers shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers or any representative of the Borrowers’ estate.

Disgorgement. In the event that the Prepetition Lenders are required to repay or disgorge to Borrowers any Debtor, or any representatives of the Borrowers’ any Debtor’s estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Prepetition Obligations authorized and directed to be repaid pursuant to the Financing Order, or any payment on account of the Existing Secured Prepetition Obligations made to any Prepetition Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, Borrowers Borrower shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers Borrower or any representative of the Borrowers’ Borrower’s estate, for application in accordance with subclause (b) above.

Disgorgement. In the event that the Prepetition Lenders are required to repay or disgorge to Borrowers any Debtor, or any representatives of the Borrowers’ any Debtor’s estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Prepetition Obligations authorized and directed to be repaid pursuant to the Financing Order, or any payment on account of the Existing Secured Prepetition Obligations made to any Prepetition Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, Borrowers Borrower shall prepay the outstanding principal amount of the Revolving Term Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers any Debtor or any representative of the Borrowers’ a Debtor’s estate, for application in accordance with subclause (b) above.

Disgorgement. In the event that the Lenders are required to repay or disgorge to Borrowers or any representatives of the Borrowers’ ' estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Obligations authorized and directed to be repaid pursuant to the Financing Order, or any payment on account of the Existing Secured Obligations made to any Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “"Avoided Payments”"), then, in such event, Borrowers shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers or any representative of the Borrowers’ ' estate.

Disgorgement. In the event that the Prepetition Lenders are required to repay or disgorge to Borrowers any Debtor, or any representatives of the Borrowers’ any Debtor's estate (as agents, with derivative standing or otherwise) all or any portion of the Existing Secured Prepetition Obligations authorized and directed to be repaid pursuant to the Financing Order, or any payment on account of the Existing Secured Prepetition Obligations made to any Prepetition Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “"Avoided Payments”"), then, in such event, Borrowers shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by Borrowers or any representative of the Borrowers’ any Borrower's estate, for application in accordance with subclause (b) above.