Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the or any other Loan Party at a time when such is an Affiliated , such Affiliated irrevocably authorizes and empowers the Administrative to vote on behalf of such Affiliated with respect to the Term Loans held by such Affiliated in any manner in the Administrative ’s sole discretion, unless the Administrative instructs such Affiliated to vote, in which case such Affiliated shall vote with respect to the Term Loans held by it as the Administrative directs; provided that such Affiliated shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative ) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated in a manner that is less favorable in any material respect to such Affiliated than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the . The Lenders and each Affiliated that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this [Section 11.07(j)] and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the or such Restricted Subsidiary, as applicable. Each Affiliated hereby irrevocably appoints the Administrative (such appointment being coupled with an interest) as such Affiliated ’s attorney-in-fact, with full authority in the place and stead of such Affiliated and in the name of such Affiliated (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated may otherwise have), from time to time in the Administrative ’s discretion to take any action and to execute any instrument that the Administrative may deem reasonably necessary to vote on behalf of such Affiliated as set forth in this [Section 11.07(j)].
Insolvency; Voluntary Proceedings. The Company or any of its Material Subsidiaries # generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; # voluntarily ceases to conduct its business in the ordinary course; # commences any Insolvency Proceeding with respect to itself; or # takes any action to effectuate or authorize any of the foregoing; or
(Insolvency Proceedings, etc.)
Voluntary Bankruptcy or Insolvency Proceedings. Borrower or any of its Subsidiaries shall # apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, # be unable, or admit in writing its inability, to pay its obligations generally as they come due or otherwise become insolvent, # make a general assignment for the benefit of its or any of its creditors, # be dissolved or liquidated in full or in part or be subject to a distressed sale, # commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or # take any action for the purpose of affecting any of the foregoing; or
Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Borrower or any of its Subsidiaries or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Borrower or any of its Subsidiaries or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement; or
Proceedings. Neither Emmis nor Sinclair shall be subject to any court or governmental order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby.
Proceedings. For purposes of this Agreement, the term proceeding shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, tribunal, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise by reason of: # the fact that Indemnitee is or was a director or officer of the Company, the Parent or another affiliate; # the fact that any action taken by Indemnitee or of any action on Indemnitees part while acting as director, officer, employee or agent of the Company, the Parent or another affiliate; or # the fact that Indemnitee is or was serving at the request of the Company, the Parent, or another affiliate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under this Agreement.
Proceedings. As soon as possible and in any event within three (3) Business Days after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof, any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy (of a material nature), material litigation, material action, material suit or material proceeding before any Governmental Authority, domestic or foreign, affecting the Entities or their Affiliates.
Proceedings. In the event of any Proceeding:
Proceedings. Each Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each of the other Loan Documents to which any Borrower is a party has been duly executed and delivered by or on behalf of each Borrower and each constitutes the legal, valid and binding obligation of each Borrower party thereto enforceable against such Borrower in accordance with the terms thereof, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
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