Avoidance Actions the Borrower or any of its Subsidiaries shall seek to, or shall support (in any such case by way of, inter alia, any motion or other pleading filed with the Bankruptcy Court or any other writing to another party-in-interest executed by or on behalf of the Borrower or any of its Subsidiaries) any other Person’s motion relating to any Avoidance Action or to otherwise, disallow or subordinate in whole or in part the Administrative Agent’s or any Lender’s claim in respect of the Prepetition Debt or the Obligations or to otherwise challenge the validity, enforceability, perfection or priority of the Liens in favor of the Administrative Agent or any Lender or the Prepetition Administrative Agent or any Prepetition Lender (including, without limitation, the Liens securing the Prepetition Debt owed to the Prepetition Administrative Agent, the Prepetition Collateral Agent or such Prepetition Lender); or
Avoidance Actions. Notwithstanding any provision to the contrary contained in this Agreement, in no event shall any Seller or any of its Affiliates pursue any avoidance or similar Action, including but not limited to any Action under Sections 544, 545, 547, 548, 550 or 553 of the Bankruptcy Code, against any party to any Assigned Contract with respect to the payment of any amounts previously paid under such Assigned Contract.
Avoidance Actions. Within 120 days after the Closing Date, Buyer shall exclude any Person from Schedule 2.01(n) with whom it is not necessary, as determined by Buyer in its reasonable discretion, for Buyer to conduct business in order to operate the Purchased Business. Buyer may also add any Person to such revised Schedule 2.01(n) that was not included on such schedule at Closing; provided, that no Person shall be added to such schedule without the prior written (electronic or otherwise) consent (not to be unreasonably withheld) of the Sellers’ Representative (in consultation with the unsecured creditors’ committee). If there are any changes to Schedule 2.01(n) pursuant to the preceding two sentences, Buyer shall deliver a revised version of Schedule 2.01(n) to the Sellers.
Avoidance Actions. Effective as of the Consummation Date, the Debtors waive the right to prosecute and release any avoidance or recovery actions under sections 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, that belong to the Debtors or Debtors in Possession, other than any such actions that may be pending on such date. The Reorganized Debtors shall retain and may prosecute any such actions that may be pending on such date.
Avoidance Actions. Notwithstanding anything else contained in this Agreement, if any of the Company Parties’ obligations under this Agreement are avoided or rescinded for any reason (including, but not limited to, through the exercise of a trustee’s avoidance powers under the Bankruptcy Code), or if ExxonMobil is required to return, disgorge, or otherwise remit any of the Settlement Payment, in either case, by a court of law, (a) the Releases and Section 4(d) shall be void ab initio and any Party may bring a claim, action, or proceeding against the other Parties for the Claims that would otherwise be covered by the Releases, and including, for the avoidance of doubt, any claim for the Settlement Payment due hereunder, and (b) each of the following shall be reinstated in full force and effect unless and until the full Settlement Payment is recovered by ExxonMobil: (i) the Series C Preferred, (ii) ExxonMobil Renewables’ rights under the COD, the Equity Side Letter and the Registration Rights Agreement, and (iii) the Warrants, in each case as if this Agreement had never been entered into, and the Company Parties shall enter into any agreements and documents and take such actions (in each case, at the Company Parties’ expense) as may be reasonably requested by ExxonMobil to implement and evidence the foregoing. The Parties further agree that, if their obligations under this Agreement are avoided or rescinded for any reason such that ExxonMobil’s rights under Section 7(b) herein are triggered, ExxonMobil has the right to refile the Section 220 Action as if this Agreement had never been entered into, the parties to the Section 220 Action will be returned to the same positions in connection with the Section 220 Action that they were in immediately prior to the execution of this Agreement, and the Company Parties waive as a defense any argument that the prior dismissal of the Section 220 Action pursuant to this Agreement precludes ExxonMobil from refiling the Section 220 Action.
Avoidance Actions. Purchaser acknowledges and agrees that the inclusion of the Avoidance Actions in the Transferred Assets is subject to Purchaser’s commitment to refrain from pursuing any such Avoidance Actions and understands that Seller has agreed to transfer the Avoidance Actions in reliance on such commitment.
Avoidance Actions. Purchaser covenants not to transfer, assign, pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any other local, state, federal or foreign tribunal, of the Avoidance Actions.
Avoidance Actions. Purchaser shall not pursue any Avoidance Actions that are included as part of the Transferred Assets.
Avoidance Actions. Sellers shall not pursue any litigation claims or causes of action (including causes of action under Chapter 5 of the Bankruptcy Code) (i) against landlords, vendors or other counterparties who are party to (or Affiliates of a party to) any Assumed Contract or Assumed Lease, or (ii) against any officer or employee retained by Purchasers or its Subsidiaries after Closing, or (iii) otherwise arising under or related to the Purchased Assets, including in each of cases (i), (ii) and (iii) such causes of action arising under, or available pursuant to, the Bankruptcy Code.
Avoidance Actions. The Plan shall provide that the Reorganized Company shall waive any avoidance actions that the Company or the estates may have against holders of Unsecured Claims that agree in writing to continue to participate in and extend trade credit in connection with the go-forward operations of the Reorganized Company. All other avoidance actions will be reserved and prosecuted by the Reorganized Company in its reasonable discretion.
