Separate Classification Clause Samples
The Separate Classification clause establishes that each provision or section of a contract is to be interpreted independently from the others. In practice, this means that if one clause is found to be invalid, unenforceable, or inapplicable, the remaining provisions continue to operate as intended. For example, if a court strikes down a specific term, the rest of the agreement remains effective. This clause ensures that the contract as a whole is not jeopardized by issues affecting only individual parts, thereby preserving the parties' overall intentions and minimizing disruption.
Separate Classification. Whether or not it is held that the Revolving Obligations, FILO A Obligations and the FILO B Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO A Secured Parties and the FILO B Secured Parties hereby agree that in any Insolvency Proceeding with respect to a Loan Party, all payments and distributions shall applied as if the Revolving Obligations, the FILO A Obligations and the FILO B Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 7.03 (whether or not allowed in such Insolvency Proceeding, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Secured Parties were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties, the FILO A Secured Parties and the FILO B Secured Parties hereby acknowledging and agreeing to turn over to the Revolving Secured Parties, the FILO A Secured Parties and/or the FILO B Secured Parties, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 7.05.
Separate Classification. Whether or not it is held that the Revolving Obligations and the Delayed Draw Obligations together constitute only one secured claim (rather than separate classes of secured claims), the Revolving Secured Parties and the Delayed Draw Secured Parties hereby agree that in any proceeding under any Debtor Relief Laws of any Loan Party, all payments and distributions shall applied as if the Revolving Obligations and the Delayed Draw Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the Revolving Secured Parties and the Delayed Draw Secured Parties shall be entitled to receive payment of all amounts owing to them in accordance with the priorities in Section 10.5 (whether or not allowed in such proceeding under any Debtor Relief Laws, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Obligations and the Delayed Draw Obligations were so classified as a separate claim and secured by a separate Lien, with the Revolving Secured Parties and the Delayed Draw Secured Parties hereby acknowledging and agreeing to turn over to the Agent, for the benefit of the holders of the Delayed Draw Obligations or the Revolving Obligations, as applicable, payments or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this Section 10.13.
Separate Classification. Tutors shall be in a separate classification from teachers in regards to reduction in force, displacement rights, assignment, vacancies and transfer. No tutor shall be permitted to displace a teacher I the event of a reduction in force. Also, the board shall not be required to transfer a tutor into a teaching assignment or otherwise offer any tutor a teaching position under the terms of this Agreement.
Separate Classification. It is acknowledged and agreed that:
(a) the Revolving Credit Agreement Obligations, including in respect of Common Collateral, constitute claims separate and apart (and of a different nature) from any other Pari Passu Obligations of the Company and each other Grantor, including in respect of the Common Collateral; and
(b) because of, among other things, their differing payment terms, their differing covenant rights, and their differing rights in the Common Collateral (including vis-à-vis any Grantor and/or in directing the exercise of any rights in and remedies against the Collateral), the Revolving Credit Agreement Obligations are fundamentally different and distinct from (and substantially dissimilar, within the meaning of Section 1122 of the Bankruptcy Code, to) any and all other Pari Passu Obligations and must be separately classified in any Plan of Reorganization, proposed or confirmed in an Insolvency or Liquidation Proceeding and the Pari Passu Obligations of any Series must be separately classified in any such plan from the Pari Passu Obligations of any other Series.
Separate Classification. Whether or not it is held that the Revolving Obligations and the FILO Obligations together constitute only one secured claim (rather than separate classes of secured claims), the FILO Secured Parties hereby agree that in any Insolvency Proceeding with respect to a Loan Party, all payments and distributions shall be applied as if the Revolving Obligations and the FILO Obligations were separate classes of secured claims against the Loan Parties in respect of the Collateral with the effect that the Revolving Secured Parties and the FILO Secured Parties shall be entitled to receive payment of all amounts owing to them as set forth pursuant to the priorities in Section 10.3 (whether or not allowed in such Insolvency Proceeding, and including in respect of post-petition interest and expenses) that would be owing to them as if the Revolving Obligations and the FILO Obligations were so classified as a separate claim and secured by a separate Lien, and any payments or proceeds of Collateral otherwise received or receivable shall be turned over to the appropriate Secured Party to the extent necessary to effectuate the intent of this Section 10.7.
Separate Classification. In addition to Section 9.8 (Separate Classification), of the Collateral Agency and Intercreditor Agreement, the Obligors and Purchasers acknowledge and agree that because of, among other things, their differing rights in the Collateral and payment priority, the First Out Senior Notes, the First Out Subordinated Notes, the Priority Last Out Notes, Intermediate Last Out Notes and the Last Out Notes are fundamentally different from each other and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding notwithstanding the fact that the First Out Senior Notes, the First Out Subordinated Notes, the Priority Last Out Notes, Intermediate Last Out Notes and the Last Out Notes are secured by a single, common, indivisible Lien on the Collateral.
Separate Classification. Each Subordinated Creditor acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Debt Documents and the Subordinated Debt Documents constitute two separate and distinct grants of Liens and (b) because of their differing rights in the Collateral, the Subordinated Debt is fundamentally different from the Senior Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. No Subordinated Creditor shall seek in any Insolvency Proceeding to be treated as part of the same class of creditors as any Senior Creditor and shall not oppose any pleading or motion by any Senior Creditor for the Senior Creditors and Subordinated Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the Senior Debt and the Subordinated Debt constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Subordinated Creditor hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral exceeds the amount of the Senior Debt incurred and accrued before the commencement of any Insolvency Proceeding, Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by Subordinated Creditors. Each Subordinated Creditor hereby agrees to turn over to Senior Agent amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of such Subordinated Creditor.
Separate Classification. Each of the Company and the other Obligors and each of the Secured Parties acknowledges and agrees that (a) the Liens granted pursuant to the First Lien Collateral Documents, the Second Lien Collateral Documents, and any Permitted Third Lien Documents constitute, or shall be deemed to constitute, three separate and distinct grants of Liens, (b) the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations constitute three separate and distinct classes of debt obligations, and (c) because of, among other things, their differing rights in the Collateral, the separate sets of Documents governing the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations and the priority and application provisions set forth herein, any Permitted Third Lien Obligations, the Second Lien Obligations, and the First Lien Obligations are fundamentally different and must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency or Liquidation Proceeding. Each of the Company and the other Obligors and each of the Secured Parties agree that they will not make any assertion that is contrary to the foregoing or object to the assertion that the claims and interests of the First Lien Secured Parties under the First Lien Documents, the claims and interests of the Second Lien Secured Parties under the Second Lien Documents, and the claims and interests of the Permitted Third Lien Secured Parties under the Permitted Third Lien Documents are fundamentally different. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles each First Lien Agent and each other First Lien Secured Party, and is intended to provide each First Lien Agent and such other First Lien Secured Party with the right to receive, in respect of their First Lien Obligations, payment from the Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even though any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy...
Separate Classification. Each of the Company and the other Obligors and each of the Secured Parties acknowledges and agrees that (a) the Liens granted pursuant to the First Lien Collateral Documents, the Second Lien Collateral Documents, and any Permitted Third Lien Documents constitute, or shall be deemed to constitute, three separate and distinct grants of Liens, (b) the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations constitute three separate and distinct classes of debt obligations, and (c) because of, among other things, their differing rights in the Collateral, the separate sets of Documents governing the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations and the priority and application provisions set forth herein, any Permitted Third Lien Obligations, the Second Lien Obligations, and the First Lien Obligations are fundamentally different and must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency or Liquidation Proceeding. Each of the Company and the other Obligors and each of the Secured Parties agree that they will not make any assertion that is contrary to the foregoing or object to the assertion that the claims and interests of the First Lien Secured Parties under the First Lien Documents, the claims and interests of the Second Lien Secured Parties under the Second Lien Documents, and the claims and interests of the Permitted Third Lien Secured Parties under the Permitted Third Lien Documents are fundamentally different. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles each First Lien Agent and each other First Lien Secured Party, and is intended to provide each First Lien Agent and such other First Lien Secured Party with the right to receive, in respect of their First Lien Obligations, payment from the Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even though any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy...