Payment Upon Dissolution, Etc Clause Samples
The 'Payment Upon Dissolution, Etc' clause defines how and when payments are to be made if the business or agreement is dissolved or otherwise terminated. Typically, this clause outlines the order in which creditors, investors, and other stakeholders are paid, and may specify timelines or procedures for distributing remaining assets. Its core function is to ensure an orderly and fair distribution of funds, minimizing disputes and clarifying financial obligations in the event of dissolution.
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions of this Article IV shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes.
Payment Upon Dissolution, Etc. In the event of Bankruptcy, the Secured Parties shall be entitled to receive indefeasible payment in full of all amounts due or to become due on or in respect of all Senior Debt Obligations under the Indenture, the Senior Debt Instruments, the Common Security and Account Agreement or other Finance Documents before the Subordinated Creditor shall be entitled to receive any payment on account of any Subordinated Debt (whether in respect of principal, interest, premiums, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of such Subordinated Debt from the sale of all or substantially all of the assets of the Subordinated Debtor, or otherwise in any Bankruptcy Proceeding or other winding up of the Subordinated Debtor, that is not delivered directly to the Security Trustee in accordance with Section 2.1(a) (General) hereof, shall in each case instead be held in trust by the Subordinated Creditor for the benefit of, and paid or delivered to the Security Trustee, in each case without set-off or counterclaim, for application to Senior Debt Obligations, whether or not due, until the Discharge of the Senior Debt Obligations. If for any reason the trust fails or vests in the Subordinated Creditor, the Subordinated Creditor shall promptly pay to the Security Trustee an amount equal to the amount which would otherwise have been held in trust (or its value if not cash).
Payment Upon Dissolution, Etc. In the event of: (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Borrower or any of its Subsidiaries or to any of their creditors as such, or to any of their assets; or (b) any liquidation, dissolution or other winding up of the Parent or the Borrower or any of its Subsidiaries, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (c) any assignment for the benefit of creditors or any other marshalling of all or any substantial part of the assets and liabilities of the Parent or the Borrower or any of its Subsidiaries; then and in any such event the Secured Parties shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all the Obligations before the Payees shall be entitled to receive any payment on account of the Management Fees, and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Management Fees, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Secured ACTIVE 226113196v.1
Payment Upon Dissolution, Etc. In the event of:
(a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Borrower, or to any of its assets;
(b) any liquidation, dissolution or other winding up of the Borrower, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or
(c) any assignment for the benefit of creditors generally or any other marshalling of all or any substantial part of the assets and liabilities of the Borrower, then and in any such event the Secured Parties shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all the Obligations before the Shareholders shall be entitled to receive any payment on account of the Shareholder Loans (whether in respect of principal, interest, premium, fees, indemnities, commissions, or otherwise) and, to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Shareholder Loans in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Secured Parties for application to the Obligations, whether or not due, until the Obligations shall have first been fully paid and satisfied in full.
Payment Upon Dissolution, Etc. In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization in bankruptcy of the Company (each, a “Proceeding”), all principal and interest due upon any Senior Indebtedness shall first be paid in full before the Holder shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note and, during the continuance of any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holder would be entitled with respect to any Subordinated Indebtedness but for the provisions of this Section 15 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holder who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder or any holders of the Notes; provided, however, that notwithstanding anything to the contrary, in any event the Holder shall be entitled to receive and retain any and all Junior Securities (as defined below).
Payment Upon Dissolution, Etc. (a) Without in any way limiting the provisions of Section 2.02, upon the occurrence of any Bankruptcy Event in respect of the Borrower:
(i) the Subordinated Lender and Borrower agree that:
(A) the Senior Lender shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all of the Senior Obligations before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations (whether in respect of principal, interest, premium, fees, indemnities, commissions, or otherwise); and
(B) any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, to which Subordinated Lender would be entitled, shall be paid or delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender for application against the Senior Obligations (in accordance with the terms of the Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution shall be made to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of the Borrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and
(ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to:
(A) demand, s▇▇ for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; and
(B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the 6 Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior ...
Payment Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Guarantor, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such proceeding, dissolution, liquidation or other winding up or other event, the Lender shall be entitled to receive Payment in Full before any Subordinated Lender shall be entitled to receive any payment on account of its Subordinated Indebtedness (whether in respect of principal, interest, premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of its Subordinated Indebtedness in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lender (or to the applicable agent on behalf of the Lender) for application to the Guaranteed Obligations in accordance with the Guaranty, whether or not due, until Payment in Full.
Payment Upon Dissolution, Etc. 27 7.3 Payment................................................................................................................. 27 7.4 Subordination ........................................................................................................ 27 7.5 Defenses Waived .................................................................................................. 27 7.6 Subrogation ........................................................................................................... 27 7.7 Proceedings Against Borrower; No Collateral ..................................................... 28 7.8 Authorizations to Secured Parties ......................................................................... 28 7.9 No Waiver; Modification to Finance Documents. ................................................ 29 7.10 Provisions Solely to Define Relative Rights ......................................................... 30 7.11 Successors and Assigns, Transfers of Shareholder Loans .................................... 30
Payment Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such proceeding, dissolution, liquidation or other winding up or other event, the Lender shall be entitled to receive Payment in Full before any letter of credit issuer shall be entitled to receive any payment on account of the Subordinated Guaranty from the Guarantor on account of the Subordinated Guaranty (whether in respect of reimbursement obligations, interest, premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable by the Guarantor in respect of the Subordinated Guaranty in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lender (or to the applicable agent on behalf of the Lender) for application to the Guaranteed Obligations in accordance with the Guaranty, whether or not due, until Payment in Full.
Payment Upon Dissolution, Etc. (i) In the event of (x) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its assets or (y) the dissolution or other