Common use of Confirmation Order Clause in Contracts

Confirmation Order. The Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayed.

Confirmation Order. The Bankruptcy Court shall have entered a final an order (the “Confirmation Order”) confirming a Chapter 11 the plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described belowExisting GGPI, the “Plan”) Partnership, the LLC and the Debtor Subsidiaries in accordance with Section section 1129 of the Bankruptcy Code, which plan of reorganization shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, not have been modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse amended in any material respect manner materially adverse to the interests of Administrative Agent and Lenders), taken as a whole, from the Plan, the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect (without waiver of the 14 day period set forth in Bankruptcy Rule 3020(e)) as of the Closing Date and shall not be subject to a stay of effectiveness. The time to appeal, petition for certiorari or move for reargument or rehearing of the Confirmation Order shall have expired and no appeal, petition for certiorari or other proceedings for reargument or rehearing shall be pending. If an appeal, writ of certiorari, reargument or rehearing of the Confirmation Order has been sought, the Confirmation Order shall have been stayed, reversed or vacatedaffirmed by the highest court to which it has been appealed, or otherwise amended certiorari shall have been denied or modified reargument or rehearing shall have been denied or resulted in any manner that is no modification thereof materially adverse to the rights or interests of Administrative Agent and Lenders, and the Lenders (unless otherwise reasonably satisfactory time to the Required Lenders)take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired. The Plan effective date of the plan of reorganization of Existing GGPI, the Partnership, the LLC and the Debtor Subsidiaries shall have, have occurred or contemporaneous shall occur substantially simultaneously with the release Closing Date and substantial consummation of such plan (including the payment of any Indebtedness as and when contemplated by the Plan) shall have occurred or shall be scheduled to occur but for the funding of the Escrow Property Loans and the Plan shalluse of proceeds thereof. The Closing (as defined in that certain Amended and Restated Cornerstone Investment Agreement effective as of March 31, become effective. Further2010, either between Existing GGPI and REP Investments LLC (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Settlement Cornerstone Agreement”), a copy of which is annexed to the motion filed ) shall occur concurrently with the Bankruptcy Court on July 29, 2010 (initial funding of the “Settlement Motion”), Loans and no provision of the Cornerstone Agreement shall have been approved, amended or waived in any respect materially adverse to the Lenders without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 the prior or concurrent written consent of the Settlement Agreement are Joint Lead Arrangers, such consent not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedunreasonably withheld.

Confirmation Order. The Bankruptcy Court Confirmation Order shall have been entered a final order (confirming the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for Plan and authorizing Xxxxxxxx’s entry into and performance under this Agreement and the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Loan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed reversed, or vacated, amended, supplemented, or modified except that such applicable order may be further amended, supplemented or otherwise amended or modified in any manner accordance with the Chapter 11 Plan. The Confirmation Order shall authorize the Loan Parties to execute, deliver and perform all of their obligations under all documents contemplated hereunder and thereunder and shall contain no term or provision that is materially adverse contradicts such authorization. The Chapter 11 Plan shall have become effective in accordance with its terms and all conditions to the rights or interests effectiveness of the Lenders Chapter 11 Plan shall have been satisfied or waived in accordance with the terms thereof, and all transactions contemplated in the Chapter 11 Plan or in the Confirmation Order to occur on the effective date of the Chapter 11 Plan shall have been (or concurrently with the Closing Date, shall be) substantially consummated in accordance with the terms thereof and all conditions to the effectiveness of the Chapter 11 Plan shall have been satisfied or waived in accordance with the terms thereof. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or the Lenders, as the case may be, unless otherwise an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received written notice from such Lender prior to the Closing Date, specifying its objection thereto in reasonable detail. Notwithstanding the foregoing, it is understood and agreed that to the extent any security interest in any Collateral is not or cannot be provided, created and/or perfected on, or substantially concurrently with, the Closing Date (other than (i) the delivery of the certificated equity securities of the Borrower and any material wholly-owned Domestic Subsidiary of the Borrower (if any) (to the extent required by the Loan Documents to do so), together with related executed stock or equivalent powers, to the extent possession of such certificates perfects a security interest therein and (ii) the creation and perfection of security interests in assets with respect to which a lien may be perfected by the filing of a financing statement under the UCC in the office of the Secretary of State (or equivalent office in the relevant States) of the applicable jurisdiction of organization) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision, creation and/or perfection of such security interest, as applicable, in such Collateral shall not constitute a condition precedent to the availability or funding of the Credit Facilities on the Closing Date but instead shall be required to be provided, created and/or perfected within (x) with respect to the delivery of certificated equity securities and related stock or equivalent powers (to the extent required by the Loan Documents to do so), 10 Business Days after the Closing Date and (y) in all other cases, 90 days after the Closing Date (in each case, or such longer period as may be reasonably agreed by the Administrative Agent) pursuant to arrangements reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with Administrative Agent and the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayedBorrower.

Confirmation Order. (a) The Bankruptcy Court shall have entered a final order Confirmation Order shall, among other things, (the “Confirmation Order”i) confirming a Chapter 11 plan of reorganization for the Debtors (as amendedapprove, supplemented or modifiedpursuant to sections 105, or with any of the terms or conditions thereof waived363, in each case as described below, the “Plan”) in accordance with Section 1129 365 and 1123 of the Bankruptcy Code, which plan shall be substantially as (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than, (i) solely in the plan dated July 20case of Acquired Assets that are not Acquired Equity, 2010 Permitted Encumbrances, and (together with all exhibits ii) solely in the case of Acquired Equity, transfer restrictions of general application imposed by securities Laws), (C) the performance by Sellers of their respective obligations under this Agreement, (D) the assumption of the Assumed Liabilities by Buyer on the terms set forth herein, and (E) the assumption and assignment to Buyer of each of the Closing Assumed Contracts and other attachments theretoAcquired Assets on the terms set forth herein; (ii) find that Buyer is a “good faith” purchaser within the meaning of the Bankruptcy Code, find that Buyer is not a successor to Sellers, and find that Buyer has provided adequate assurance of future performance with respect to the Closing Assumed Contracts; (iii) approve the consummation of the Debt Financing; (iv) release, terminate and discharge the obligations under the Honeywell Agreements that are incurred or guaranteed by any of the Acquired Subsidiaries (and release any Encumbrances by any Acquired Subsidiary or granted by a Seller of an Acquired Subsidiary over its equity interests in that Acquired Subsidiary (in each case, if any such Encumbrances shall so exist)), (v) include such other provisions as are necessary to effectuate the Transaction (including, for the avoidance of doubt, any provisions relating to the discharge of claims against the Debtors including the Excluded Liabilities) and (iv) prohibit the Sellers, their respective Affiliates, the plan administrator to be selected in the Plan, the Liquidating Trustee (as defined in the global restructuring term sheet attached as Exhibit 2 hereto), and other Representatives of Sellers’ bankruptcy estates and any other person or entity acting on behalf of any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Lenders. The Confirmation Order shall approve the transactions contemplated by Term Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Lenders). The Plan shall have, or contemporaneous with the release of the Escrow Property the Plan shall, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Sellers Group”) from entering into or agreeing to enter into a Settlement Orders”)(as defined below) with or relating to the Honeywell Claims or any other claim against or relating to Honeywell or any of its Affiliates, except to the extent permitted by Section 5.2(c) below. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller Parent to assist in obtaining Bankruptcy Court approval of the Confirmation Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (x) demonstrating that Buyer is a “good faith” purchaser under the Bankruptcy Code and such Estimation/Settlement Orders shall not be reversed, vacated or stayed(y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Confirmation Order. The Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as such plan and any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Initial Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Initial Lenders (it being understood that any amendment, modification, supplement or waiver that would result in an aggregate increase of more than $75 million in (w) Debt of or reinstated liquidated claims against the Company and its Subsidiaries and/or (x) Restricted Payments by the Company and its Subsidiaries and/or (y) amounts (without duplication of amounts in clause (w)) secured by liens on assets of the Company and its Subsidiaries or (z) investments or loans by the Company and its Subsidiaries, in each case from the respective amounts therefor contemplated under the Plan and/or Disclosure Statement, each as in effect on the date of the Commitment Letter, shall be deemed (solely for purposes of this sentence) adverse in a material respect to the Initial Lenders), as reasonably determined by the Initial Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Initial Lenders. The Confirmation Order shall approve the transactions contemplated by Term Revolving Credit Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Initial Lenders). The Plan shall have, or contemporaneous with the release effectiveness of the Escrow Property Revolving Credit Facility and the Plan shallInitial Extension of Credit hereunder will, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower Company to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower Company would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayed.

Confirmation Order. The Bankruptcy Court shall have entered a final order (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Debtors (as amended, supplemented or modified, or with any of the terms or conditions thereof waived, in each case as described below, the “Plan”) in accordance with Section 1129 of the Bankruptcy Code, which plan shall be substantially as set forth in the plan dated July 20, 2010 (together with all exhibits and other attachments thereto, as such plan and any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Required Initial Lenders with respect to any amendment, modification, supplement or waiver that is adverse in any material respect to the Initial Lenders (it being understood that any amendment, modification, supplement or waiver that would result in an aggregate increase of more than $75 million in (w) Debt of or reinstated liquidated claims against the Company and its Subsidiaries and/or (x) Restricted Payments by the Company and its Subsidiaries and/or (y) amounts (without duplication of amounts in clause (w)) secured by liens on assets of the Company and its Subsidiaries or (z) investments or loans by the Company and its Subsidiaries, in each case from the respective amounts therefor contemplated under the Plan and/or Disclosure Statement, each as in effect on the date of the Commitment Letter, shall be deemed (solely for purposes of this sentence) adverse in a material respect to the Initial Lenders), as reasonably determined by the Initial Lenders), the “Plan Documents”), or otherwise reasonably satisfactory to the Required Initial Lenders. The Confirmation Order shall approve the transactions contemplated by Term Revolving Credit Facility, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Required Initial Lenders). The Plan shall have, or contemporaneous with the release effectiveness of the Escrow Property Revolving Credit Facility and the Plan shallInitial Extension of Credit hereunder will, become effective. Further, either (i) the settlement of certain diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”), a copy of which is annexed to the motion filed with the Bankruptcy Court on July 29, 2010 (the “Settlement Motion”), shall have been approved, without material modification (it being understood that modifications contemplated under and in accordance with Section 3.3 of the Settlement Agreement are not material), by an order of the Bankruptcy Court (the “Settlement Order”) and both (x) the Settlement Agreement shall remain in full force and effect, without a right of the Borrower Company to terminate the Settlement Agreement in accordance with Section 4.2 thereof and (y) the Settlement Order shall not be reversed, vacated or stayed or (ii) claims that were the subject of the Settlement Agreement in an amount and number such that (if such amount and number of claimants had accepted the Settlement Agreement) the Borrower Company would not have had the right to terminate the Settlement Agreement in accordance with Section 4.2 thereof, shall have been (A) estimated, for purposes of creating a cash reserve that will provide the sole source of recovery for such estimated claims, and/or (B) settled pursuant to settlement agreements in full force and effect, with such settlements and estimates described in clauses (A) and (B) being in an aggregate cash amount substantially consistent with (or less than) the aggregate settlement amount set forth in the Settlement Agreement and in each case being approved pursuant to one or more orders of the Bankruptcy Court (collectively, the “Estimation/Settlement Orders”), and such Estimation/Settlement Orders shall not be reversed, vacated or stayed.. Chemtura (Revolving Facility) Credit Agreement