Insolvency of Company. In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, the reinsurance hereunder shall be payable directly to the conservator, rehabilitator, liquidator, receiver or statutory successor of the Company on the basis of claims allowed against the Company by any court of competent jurisdiction or by any conservator, rehabilitator, liquidator, receiver or statutory successor of the Company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, rehabilitator, liquidator, receiver or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer, as set forth herein, shall be made directly to the Company or to its conservator, rehabilitator, liquidator, receiver or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. The conservator, rehabilitator, liquidator, receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy reinsured, within a reasonable time after such claim is filed and the Reinsurer may investigate and interpose, at its own expense, in any proceeding where such claim is to be adjudicated, any defense or defenses that the Reinsurer may deem available to the Company or to its conservator, rehabilitator, liquidator, receiver or statutory successor.
Insolvency of Company. This Agreement terminates immediately without an obligation of notice of termination to COMPANY in the event COMPANY ceases conducting business in the normal course, becomes insolvent or bankrupt, makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they are due, permits the appointment of a receiver for its business or assets or avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors.
Insolvency of Company. The Board and the Chief Executive Officer of the Company shall each have the duty to inform the Trustee in writing if the Company becomes Insolvent. Such notice given under the preceding sentence by any one party shall satisfy each party's duty to give notice. When so informed, the Trustee shall suspend any payments to Executive or his Designated Beneficiary, as applicable, and hold the assets for the benefit of the Company's general creditors and shall determine within the period specified in the Trust Agreement, or, in the absence of a specified period, within a reasonable period of time, whether the Company is Insolvent. If the Trustee determines that the Company is not Insolvent, the Trustee shall (1) resume payments to Executive or his Designated Beneficiary, as applicable, and (2) make a payment to Executive or his Designated Beneficiary, as applicable, as soon as administratively feasible after such determination, in an aggregate amount equal to the difference between the payments that would have been made to such individual(s) by the Trustee but for this Section 6.3 and the aggregate payments actually made to such individual(s) by the Company pursuant to the Plan during any such period of discontinuance (plus interest on such amount calculated at the prime rate as reported in The Wall Street Journal as of the date of such discontinuance from the time that such payment or payments were due until their actual payment).
Insolvency of Company. The Company’s insolvency will not effect the Reinsurer’s obligations under this Agreement. In such a case, payment under this Agreement would be made to Company or its liquidator, receiver or statutory successor. If the Company enters insolvency proceedings, the Company’s liquidator, receiver or statutory successor will give written notice to Reinsurer of the pendency of a claim against Company on the policy or policies reinsured within a reasonable time after the claim is filed in the insolvency proceeding. While any such claim is pending, Reinsurer may investigate the claim and interpose, at its own expense, in the proceeding where the claim is to be adjudicated, any defense or defenses that it may deem available to Company or its liquidator or receiver or statutory successor. The expense thus incurred by Reinsurer will be chargeable, subject to court approval, against Company as part of the expense of liquidation or otherwise as an administrative cost of the insolvency proceedings to the extent of a proportionate share of the benefits which may accrue to Company solely as a result of the defense so undertaken by Reinsurer. Should Company go into liquidation or should a receiver be appointed, Reinsurer shall be entitled to deduct from any sums which may be or may become due to Company under this Reinsurance Agreement, any sums which are due to Reinsurer by Company under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to Reinsurer which are permitted to be offset under applicable law.
Insolvency of Company. MAYO or VGL may terminate this Agreement by transmitting a notice of termination to COMPANY in the event COMPANY ceases conducting business in the normal course, becomes insolvent or bankrupt, makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they are due, permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors.
Insolvency of Company. MAYO may terminate this Agreement by transmitting a notice of termination to COMPANY in the event COMPANY ceases conducting business in the normal course, becomes insolvent or bankrupt, makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they are due, permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors.
Insolvency of Company. Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Seller shall cooperate with and assist the Administrator consistent with the provisions of the Administration Agreement with respect to a Company insolvency.
Insolvency of Company. MAYO may terminate this Agreement by transmitting a notice of termination to NILE in the event NILE ceases conducting business in the normal course, becomes insolvent or bankrupt, makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they are due, permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors.
Insolvency of Company. As used in this Article XII, the Company shall be deemed to be "Insolvent" if (i) the Company is subject to a pending proceeding seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or trustee or liquidator in any insolvency, liquidation, taking of possession, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property, or for the winding up or liquidation of its affairs, under any federal or state law relating to bankruptcy or insolvency, or (ii) the Company is unable to pay its debts as they become due. The Chief Executive Officer or Board of Directors of the Company shall promptly notify the Trustee in the event that the Company becomes Insolvent. If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or their Beneficiaries from the Company Trust Assets and shall hold the
Insolvency of Company. The Senior Lender is aware that the Company is indebted to the holders of the Debentures in an aggregate principal amount of $15,000,000, that such amount was due and payable on August 27, 2001, that the Company does not have, and does not expect to have the funds to repay this indebtedness at any time in the foreseeable future, and that the Company has no agreement with the holders of the Debentures relating to such indebtedness or its repayment, other than the terms of the Debentures. Senior Lender has carefully read and, to the extent it believes appropriate, has discussed with legal counsel, the Risk Disclosure attached hereto as Exhibit I and has chosen to purchase the Note and the Warrant with the full knowledge, awareness and understanding of the risks disclosed therein.
