Waiver of Consolidation. Each Subordinated Creditor acknowledges and agrees that (i) Obligors are each separate and distinct entities; and (ii) it will not at any time insist upon, plead or seek advantage of any substantive consolidation, piercing the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of Obligors in any case or proceeding under Title 11 of the United States Code or other similar proceeding.
Waiver of Consolidation. Each Subordinated Creditor acknowledges and agrees that (i) Obligors are each separate and distinct entities; and (ii) it will not at any time insist upon, plead or seek advantage of any substantive consolidation, piercing the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of Obligors in any case or proceeding under Title 11 of the United States Code or other similar proceeding. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
Waiver of Consolidation. Each Subordinated Creditor acknowledges and agrees that (i) the Company and each Viking Guarantor are each separate and distinct entities; and (ii) it will not at any time insist upon, plead or seek advantage of any substantive consolidation, piercing the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of the Company and any Viking Guarantor in any case or proceeding under Title 11 of the United States Code or other similar proceeding.
Waiver of Consolidation. The Junior Creditor acknowledges and agrees that (i) the Obligors are each separate and distinct entities; and (ii) he will not at any time insist upon, plead or seek advantage of any substantive consolidation, piercing the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of the Obligors in any Proceeding under any Debtor Relief Act or other similar proceeding.
Waiver of Consolidation. 42 Section 10.11. Miscellaneous............................................42 Section 10.12. Subrogation..............................................44 Section 10.13.
Waiver of Consolidation. Each Holder of the Securities agrees that it will not at any time insist upon, plead, or in any manner whatsoever, seek the entry of any order or judgment, or take the benefit or advantage of, any substantive consolidation, piercing of the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of the Company and any other individual, corporation, partnership or joint venture in any Insolvency Proceeding.
Waiver of Consolidation. Each Subordinated Creditor shall acknowledge and agree that (a) the Loan Parties and their Subsidiaries are each separate and distinct entities and Persons; and (b) such Subordinated Creditor will not at any time insist upon, plead or seek advantage of any substantive consolidation, piercing the corporate veil or any other order or judgment that causes an effective combination of the property, assets, obligations and/or liabilities of the Loan Parties and any of their Subsidiaries in any case or proceeding under the Bankruptcy Code or other Proceeding. 109 Exhibit Form of Amended Notes THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 904, RULE 144 OR RULE 144A UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF” SALE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN, FINANCING OR INDEBTEDNESS ARRANGEMENT SECURED BY THE SECURITIES. SENIOR SECURED CONVERTIBLE NOTE Issuance Date: [___] Principal: U.S. $[___] FOR VALUE RECEIVED, ADC Therapeutics SA, a Swiss stock corporation (société anonyme) (the “Company”), hereby, subject to a conversion into Common Shares in accordance with Section 2 hereof, promises to pay to [___], or its registered assigns (the “Holder”), the principal amount of [___] Dollars ($[___]) pursuant to, and in accordance with, the terms of that certain Facility Agreement, dated as of April 24, 2020, by and among the Company, the Lenders party thereto, the Agent and the other parties thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time, the “Facility Agreement”). The Company hereby promises to pay accrued and unpaid Interest (as defined below) and premium, if any, on the Principal on the dates, at the rates and in the manner provided for in the Facili...
Waiver of Consolidation. Each holder of Subordinated Indebtedness acknowledges and agrees that (i) the Company, each other Credit Party and their respective Affiliates are each separate and distinct entities, (ii) each such holder and each Senior Lender has relied upon the separate existence and credit worthiness of the Company and Gerber, (iii) notwithstanding any facts, circumstances, conditions or events, Gerber Childrenswear, Inc. shall not have any liability, obligation or indebtedness to any holder of Subordinated Indebtedness with respect to this Note or any Junior Interest Note; provided, that nothing in this clause (iii) shall relieve the Company or any successor of the Company from any of its obligations hereunder (including as a result of any merger of the Company with any Person, including those Persons referred to above in this Section 4(q)), and (iv) it will not at any time when any Senior Indebtedness has not been paid in full, or when the Revolving Committed Amount under the Credit Agreement is still in force or any Letter of Credit is outstanding, insist upon, plead, or in any manner whatsoever, seek the entry of any order or judgment, or take the benefit or advantage of, any substantive consolidation, piercing of the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of the Company, any other Credit Party and any other individual, corporation, partnership or joint venture in any case or proceeding under Title 11 of the United States Code or other similar proceeding.
Waiver of Consolidation. Each holder of Subordinated Debt acknowledges and agrees that (a) each Subordinated Credit Party and their respective Affiliates are each separate and distinct entities, (b) each such holder and each Senior Lender has relied upon the separate existence and creditworthiness of each Subordinated Credit Party and (c) it will not at any time when any Senior Debt has not been paid in full or when the Revolving Loan Commitment under the Senior Credit Agreement is still in force or any Letter of Credit is outstanding, insist upon, plead, or in any manner whatsoever, seek the entry of any order or judgment, or take the benefit or advantage of, any substantive consolidation, piercing of the corporate veil or any other order or judgment that causes an effective combination of the assets and liabilities of Holdings, the Borrowers any other Subordinated Credit Party and any other individual, corporation, partnership or joint venture in any case or proceeding under Title 11 of the United States Code or other similar proceeding.
Waiver of Consolidation. Subordinated Creditor acknowledges and agrees that it will not at any time insist upon, plead or seek advantage of any substantive consolidation, piercing the corporate veil or any other judgment that causes an effective combination of the assets and liabilities of the Company and any of its subsidiaries (including without limitation, Borrower) in any case or proceeding under Title II of the United States Code or similar proceeding.
