Avoided Payments Clause Samples
The Avoided Payments clause defines the treatment of payments that a party is not required to make due to certain events, such as set-off, netting, or legal prohibitions. In practice, this clause specifies that if a payment is avoided or not made because of bankruptcy, insolvency, or similar circumstances, the party is not considered in default for failing to pay. This provision ensures that parties are not unfairly penalized for non-payment when such payment is legally excused, thereby allocating risk and clarifying obligations in situations involving insolvency or legal restrictions.
Avoided Payments. Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Mortgage) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Administrative Agent has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the obligations of the Chargor for the payment of the Secured Obligation and the obligations of the Chargor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made.
Avoided Payments. If, at any time, any payment (in whole or in part) made with respect to any Senior Obligations is rescinded or must be restored or returned by a Holder or the Trustee on behalf of the Holders, the provisions of this paragraph shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made.
Avoided Payments. In the event that
(1) any payment or distribution shall be paid to or collected or received by any holders of Notes in contravention of any of the terms of this Article XIV and prior to the payment in full, in cash, of the Senior Debt at the time outstanding, and 63
(2) any holder of such Senior Debt shall have notified the Trustee, within ninety (90) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article XIV, then and in any such event such holders of the Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash, to the holders of such Senior Debt and, until so delivered, the same shall be held in trust by such holders of the Notes as the property of the holders of such Senior Debt. If, after any amount is delivered to the holders of Senior Debt pursuant to this Section 1407, either (i) the holders of Notes shall be required by an order or judgment of a court of competent jurisdiction to disgorge a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be paid in full, in cash, without giving effect to such delivery made pursuant to this Section 1407, then, in any such case, the holders of Senior Debt shall return to such holders of the Notes an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 1407, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holders of the Notes are able to satisfy their obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holders of the Notes to satisfy their obligations.
Avoided Payments. Without limiting any other provision of this Agreement, Senior Indebtedness shall not be deemed to have been paid for purposes of this Agreement if any payment in respect thereof (i) shall have been avoided or recovered by the payor or its trustee or other representative or successor in accordance with the order of any court of competent jurisdiction in any insolvency, bankruptcy, dissolution, liquidation or reorganization of the payor, or as required upon or as a result of the appointment of a custodian, receiver, trustee or other officer with respect to the payor or any substantial part of its property or otherwise, or (ii) is the subject of a pending or threatened proceeding in which such avoidance or recovery is (or would be) sought. For purposes of this Section 13, a payment in respect of Senior Indebtedness shall be deemed to be the subject of a "threatened proceeding" only if the payor or a trustee for or other authorized representative of the payor or its estate has expressly informed the Senior Noteholders that such payment will be sought to be avoided or recovered in whole or in part.
Avoided Payments. Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Mortgage) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Mortgagee has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the obligations of the Mortgagor for the payment of the Secured Obligation and the obligations of the Mortgagor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made.
Avoided Payments. Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Assignment) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Security Agent has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the liability of the Assignors for the payment of the Secured Obligations and the obligations of the Assignors under this Assignment shall continue as if such release, discharge or other arrangement had not been made.
Avoided Payments. In the event that the Pre-Petition Lenders are required to repay or disgorge to the Borrower, or any representatives of the Borrower 's estate, all or any portion of the Pre-Petition Obligations authorized and directed to be repaid pursuant to the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, or any payment on account of the Pre-Petition Obligations made to any Pre-Petition Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any action, suit, proceeding or claim brought in connection with or pursuant to 11 U.S.C. s▇.▇▇. 105, 510, 544, 547, 548, 549, 550 or 553, or any other provision of the Bankruptcy Code or any applicable state law, or any other similar provisions under any other state or federal statutory or common law (all such amounts being hereafter referred to as the "Avoided Payments"), then, in such event, (i) the Borrower shall prepay the Loans in amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by the Borrower or any representative of the Borrower's estate and (ii) the Revolving Credit Commitments of the Lenders shall be permanently reduced by an amount equal to 100% of such Avoided Payments.
Avoided Payments. In the event that the Lenders are required to repay or disgorge to any Loan Party, or any representatives of any Loan Party’s estate, and have repaid, all or any portion of the Pre-Petition Obligations authorized to be repaid pursuant to any CCAA Order or Recognition Order, as the case may be, or any payment on account of the Pre-Petition Obligations made to any Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of any Insolvency Statute applicable in the Proceedings or any applicable state or provincial law, or any other similar provisions under any other state, provincial or federal statutory or common law (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, Borrowers shall prepay the outstanding principal amount of the Obligations (but not including any Pre-Petition Obligations) in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by any Loan Party or any representative of any such Loan Party’s estate.
Avoided Payments. If any amount paid to any Secured Party under the Credit Agreement is avoided or otherwise set aside on the liquidation or administration of the person by whom such amount was paid, then for the purposes of this Deed, such amount shall be regarded as not having been paid. No interest shall accrue on any such amount unless such amount is so avoided or set aside.
Avoided Payments. If at any time any payment or payments of any of the Obligations to Senior Creditor are invalidated, declared to be fraudulent or preferential, set aside, rescinded and/or required to be repaid by Senior Creditor to a trustee, receiver or any other party under any bankruptcy act or code, state or federal law, common law or equitable doctrine, then to the extent of any sum not finally retained by Senior Creditor, Subordinated Creditor's obligations to Senior Creditor under this Agreement shall be reinstated and this Agreement shall remain in full force and effect (or be reinstated) until full and final payment shall have been made to Senior Creditor. Subordinated Creditor shall hold in trust for Senior Creditor and promptly remit to Senior Creditor any payments received by Subordinated Creditor from the Company after such invalidated, rescinded, avoided or returned payments, above described, were originally made.