Insolvency and business rescue proceedings Sample Clauses
The 'Insolvency and business rescue proceedings' clause defines the rights and obligations of the parties if one of them becomes insolvent or enters into business rescue or similar proceedings. Typically, this clause outlines what happens to the contract in such events, such as whether the agreement can be terminated, suspended, or if certain rights are triggered, like accelerated payments or the withholding of further performance. Its core function is to protect the interests of the non-insolvent party by providing clear procedures and remedies in the event of insolvency, thereby managing risk and ensuring contractual certainty during financial distress.
Insolvency and business rescue proceedings. 23.7.1 Any corporate action, legal proceedings or other procedure or step (including an application to court, proposal or convening of a meeting) is taken with a view to:
(a) the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the any Obligor or Material Subsidiary;
(b) a composition, compromise, assignment or arrangement with any creditor of any Obligor or Material Subsidiary;
(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, business rescue practitioner or other similar officer in respect of any Obligor or Material Subsidiary or any of its assets; or
(d) enforcement of any Security over any assets of any Obligor or Material Subsidiary, or any analogous procedure or step is taken in any jurisdiction;
23.7.2 A meeting is proposed or convened by the directors of any Obligor or Material Subsidiary, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Obligor or Material Subsidiary, or any analogous procedure or step is taken in any jurisdiction.
Insolvency and business rescue proceedings. 23.7.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, business rescue, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any member of the Borrower Group, other than a Project Company;
(b) a composition, compromise, assignment or arrangement with any creditor of any Obligor or any member of the Borrower Group, other than a Project Company;
(c) the appointment of a liquidator, receiver, administrator, administrative receiver, business rescue practitioner, compulsory manager or other similar officer in respect of any Obligor or any member of the Borrower Group, other than a Project Company, or any of its assets; or
(d) enforcement of any Security over any assets of any Obligor or any member of the Borrower Group, other than a Project Company, where the claim giving rise to such enforcement is for an amount of more than ZAR5,000,000 (Indexed), or any analogous procedure or step is taken in any jurisdiction.
23.7.2 Clause 23.7.1 shall not apply to:
(a) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed either (x) within 10 (ten) days of commencement or, if earlier, the date on which it is advertised or (y) within such other period as agreed to in writing by the Senior Agent acting on instructions of the Majority Lenders on or before the lapse of the 10 (ten) day period referred to in (x) provided, for the avoidance of doubt, the Senior Agent is not obliged to agree to any such extended period;
(b) any step or procedure contemplated by paragraph (b) of the definition of Permitted Transaction; or
(c) any enforcement of any Security over any assets of any Obligor or any member of the Borrower Group as contemplated by clause 23.7.1(d) above, if the relevant Obligor or any member of the Borrower Group, as applicable, takes steps to oppose such legal proceedings within the time frames allowed by the Rules of Court and before any final order is granted and provides evidence to the reasonable satisfaction of the Senior Agent that its opposition of such enforcement proceedings has merit.
Insolvency and business rescue proceedings. 19.6.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, business rescue, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or any member of the Borrower Group, other than a Project Company;
(b) a composition, compromise, assignment or arrangement with any creditor of the Borrower or any member of the Borrower Group, other than a Project Company;
(c) the appointment of a liquidator, receiver, administrator, administrative receiver, business rescue practitioner, compulsory manager or other similar officer in respect of the Borrower or any member of the Borrower Group, other than a Project Company, or any of its assets; or
(d) enforcement of any Security over any assets of the Borrower or any member of the Borrower Group, other than a Project Company, where the claim giving rise to such enforcement is for an amount of more than ZAR5,000,000 (Indexed), or any analogous procedure or step is taken in any jurisdiction.
Insolvency and business rescue proceedings. 20.8.1 Any corporate action, legal proceedings, business rescue proceedings or other procedure or step is taken in relation to:
20.8.1.1 the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, judicial management, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;
20.8.1.2 a composition, compromise, assignment or arrangement with any creditor of the Borrower;
20.8.1.3 the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, judicial manager, business rescue practitioner or other similar officer in respect of the Borrower; or any of its assets; or
20.8.1.4 enforcement of any Security over any assets of the Borrower, or any analogous procedure or step is taken in any jurisdiction;
20.8.2 A meeting is proposed or convened by the directors of the Borrower, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or similar proceedings) in respect of the Borrower or any analogous procedure or step is taken in any jurisdiction.
Insolvency and business rescue proceedings. 23.7.1 Any corporate action, legal proceedings or other procedure or step (including an application to court, proposal or convening of a meeting) is taken with a view to:
Insolvency and business rescue proceedings. 23.7.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to –
23.7.1.1 the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or reorganisation of any member of the Group;
23.7.1.2 a composition, compromise, assignment or arrangement with any creditor of any member of the Group;
23.7.1.3 the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group other than the Borrower), receiver, administrative receiver, administrator, compulsory manager, business rescue practitioner or other similar officer in respect of any member of the Group or any of its assets; or
23.7.1.4 enforcement of any Security over any assets of any member of the Group, or any analogous procedure or step is taken in any jurisdiction. This clause 23.7 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within ten days of commencement.
23.7.2 A meeting is proposed or convened by the directors of any member of the Group, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any member of the Group or any analogous procedure or step is taken in any jurisdiction.
Insolvency and business rescue proceedings. (1) Other than in relation to the members of the Group listed in Schedule 13 (Companies to be wound up/reorganised) any corporate action, legal proceedings or other procedure or step is taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or reorganisation of any member of the Group which is not an Obligor;
(b) the deregistration of any member of the Group under the Corporations Act, 2011 (Cth);
(c) a composition, compromise, assignment or arrangement with any creditor of any member of the Group;
(d) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver, administrative receiver, administrator, compulsory manager, business rescue practitioner or other similar officer in respect of any member of the Group or any of its assets; or
(e) enforcement of any Security over any assets of any member of the Group, or any analogous procedure or step is taken in any jurisdiction, other than (in respect of any service of an application, or taking of any similar step, for the liquidation, bankruptcy, business rescue, winding up, dissolution or administration of a member of the Group) where such action is dismissed, withdrawn or discharged within five Business Days of its presentation or commencement or such step being taken, as applicable, or if the member of the Group demonstrates to the Facility Agent’s satisfaction within such five Business Day period that such action is frivolous or vexatious.
(2) Other than in relation to the members of the Group listed in Schedule 13 (Companies to be wound up/reorganised) a meeting is proposed or convened by the directors of any member of the Group, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any member of the Group or any analogous procedure or step is taken in any jurisdiction.
Insolvency and business rescue proceedings. The provisions of clause 23.7 of the Senior Facilities Agreement are incorporated into this Agreement by reference, provided that all references to “Obligors” shall include a reference to the Purchaser.
Insolvency and business rescue proceedings. Any corporate action, legal proceedings or other procedure or step is taken in relation to: • the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Client or any member of the Group other than a solvent liquidation or reorganisation of any member of the Group other than the Client; • a composition, compromise, assignment or arrangement with any creditor of the Client or any member of the Group; • the appointment of a sequestrator or a liquidator (other than in respect of a solvent liquidation of a member of the Group other than the Client), receiver, administrative receiver, administrator, compulsory manager, business rescue practitioner or other similar officer in respect of any member of the Group or any of its assets; or • enforcement of any Security over any assets of any member of the Group, or any analogous procedure or step is taken in any jurisdiction. A meeting is proposed or convened by the Client or the directors of any member of the Group, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of the Client or any member of the Group or any analogous procedure or step is taken in any jurisdiction. This clause (Insolvency and Business Rescue Proceedings) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within [14] days of commencement. Any expropriation, attachment, sequestration, implementation of any business rescue plan, distress or execution affects any asset or assets of the Client or a member of the Group [and is not discharged within [14] days]. The Client or any guarantor: • being a Natural Person - publishes a notice of the voluntary surrender of its estate or dies; is placed under administration or debt review or commits an act of insolvency as defined in the Insolvency Act 24 of 1936; or an application or other proceedings have been brought against it or in respect of it, in terms of which it is sought to be sequestrated or placed under curatorship, in any such event whether provisionally or finally, whether voluntarily or compulsory; or • not being a Natural Person - is dissolved, deregistered, wound up or liquidated, in any event whether provisionally or...
Insolvency and business rescue proceedings. (a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(i) the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, judicial management, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Person, other than a solvent liquidation or reorganisation of any Material Person (other than an Obligor or any person referred to in paragraph (c) of the definition of "Material Person");
(ii) a composition, compromise, assignment or arrangement with any creditor of any Material Person;
(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, judicial manager, business rescue practitioner or other similar officer in respect of any Material Person or any of its assets; or
(iv) enforcement of any Security over any assets of any Material Person, or any analogous procedure or step is taken in any jurisdiction. This clause 22.7(a) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
(b) A meeting is proposed or convened by the directors of any Material Person, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Material Person or any analogous procedure or step is taken in any jurisdiction.
(c) No Event of Default will occur under clauses 22.7(a) and 22.7(b):
(i) if the Obligors' Agent (or any other Obligor) demonstrates to the Facility Agent's satisfaction that the winding-up, dissolution, administration, judicial management, business rescue or reorganisation proceedings are frivolous and vexatious and such proceedings are dismissed within 60 (sixty) days of the date of commencement thereof; or
(ii) in relation to any Material Person (that is not a member of the Group), where:
(A) the Material Contract to which that Material Person is a party, is replaced and entered into with a new counterparty within 45 days from such event having occurred, on market related terms or on terms which are not prejudicial to the relevant member of the Group;
(B) any such replacement will not result in, or is not reasonably likely to result in, a Material Adverse Effect; and
(C) the Facility Agent is satisfied, that an...