Consenting Creditor Termination Events Clause Samples
The 'Consenting Creditor Termination Events' clause defines specific circumstances under which creditors who have agreed to a restructuring or similar agreement may terminate their consent or participation. Typically, this clause outlines events such as breaches of key obligations, failure to meet milestones, or material adverse changes that would trigger a creditor's right to withdraw from the agreement. Its core practical function is to protect creditors by providing clear exit rights if the agreed terms are not upheld, thereby allocating risk and ensuring that creditors are not bound to a failing or materially altered arrangement.
Consenting Creditor Termination Events. The Requisite Consenting Creditors may terminate this Agreement with respect to all Restructuring Support Parties, and such termination shall be effective immediately upon written notice (each, a “Consenting Creditor Termination Notice”) being delivered by the Requisite Consenting Creditors to each of the non-terminating Restructuring Support Parties and their respective counsel in accordance with Section 20 hereof, at any time after the occurrence, and during the continuation, of any of the following events (each, a “Consenting Creditor Termination Event”), unless waived in writing by the Requisite Consenting Creditors:
(i) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Debtor of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement, and, to the extent such breach is curable, such breach remains uncured for a period of five (5) Business Days (it being understood and agreed that the failure by the Debtors to comply with any of the Milestones set forth in Section 4(a)(iv) by the deadlines set forth therein shall not be subject to cure); provided, however, that the right to terminate this Agreement under this Section 5(a)(i) on account of a failure by the Debtors to comply with the Milestones set forth in Section 4(a)(iv) hereof may not be asserted by a Consenting Creditor if the Debtors’ failure to comply with such Milestones is caused solely by, or results solely from, the breach by such Consenting Creditor of its covenants, agreements or obligations under this Agreement;
(ii) any Debtor obtains debtor-in-possession financing (other than the DIP Facilities) that is in an amount, on terms and conditions, from banks or other financial institutions, or otherwise in form and substance, that (in any such case) is/are not acceptable to the Requisite Consenting Creditors in their discretion;
(iii) any breach of, or any default under, the documentation related to any of the DIP Facilities Documents resulting in an acceleration of obligations outstanding under either of the DIP Facilities;
(iv) the occurrence of (A) an event of default under any of the DIP Facilities Documents or the occurrence of a termination event (or similar event) under either of the DIP Orders (without giving effect to any amendments, supplements, modifications or waivers to the DIP Facilities Documents or either of the DIP Orders made or provided after the Restructuring S...
Consenting Creditor Termination Events. This Agreement may be terminated as between: (a) the Consenting Revolving Credit Agreement Lenders and the other Parties, (b) the Consenting Secured Noteholders and the other Parties, or (c) Tema and the other Parties, in each case, by the delivery to the Company Parties and counsel to the other Consenting Creditors, other than the Consenting Creditors seeking to terminate this Agreement pursuant to this Section 9.01 (such Consenting Creditors, the “Terminating Consenting Creditors”) of a written notice in accordance with Section 11.10 by, as applicable: (i) the Consenting Revolving Credit Agreement Lenders holding at least 66.67% of the principal amount of the Revolving Credit Agreement Claims held by the Consenting Revolving Credit Agreement Lenders at such time (the “Required Revolving Credit Agreement Lenders”); (ii) the Consenting Secured Noteholders holding at least 66.67% of the principal amount of the Secured Notes Claims held by the Consenting Secured Noteholders at such time (the “Required Secured Noteholders”); or (iii) Tema, in each case, in the exercise of their sole discretion, upon the occurrence and continuation of any of the following events:
(a) The failure to satisfy any of the below milestones (the “Milestones”), which has not been waived in writing or extended in a manner consistent with this Agreement, unless such failure is the direct result of any act, omission, or delay on the part of the Terminating Consenting Creditors in violation of its obligations under this Agreement; provided that Tema may not terminate for failure to satisfy the Milestones in Section 9.01(a)(vii)–(viii) or for breach of Section 9.01(p)(ii) hereof; provided further that Tema may terminate if the Plan Effective Date does not occur within 120 days after the Petition Date:
(i) The Company Parties shall have commenced solicitation of the Plan in accordance with section 1126(b) of the Bankruptcy Code on or before July 10, 2020 (which may be reasonably extended subject to the terms and conditions of the “Tax Structure” provision of the Restructuring Term Sheet);
(ii) the Company Parties shall have commenced the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court on or before July 15, 2020 at 11:59 p.m. (prevailing Central Time) (the date of such commencement, the “Petition Date”);
(iii) the Debtors shall have filed (i) the Disclosure Statement, (ii) the Plan, the votes for which shall have already been ...
Consenting Creditor Termination Events. This Agreement may be terminated
(a) with respect to the Consenting Lenders, by the Required Consenting Lenders, (b) with respect to the Consenting Noteholders, by the Required Consenting Noteholders, by the delivery to the Company Parties of a written notice in accordance with Section 14.10 hereof upon the occurrence of the following events:
(a) the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the one or more of the Consenting Creditors seeking termination pursuant to this provision and
Consenting Creditor Termination Events. This Agreement may be terminated
(a) as to all Parties by the Required Consenting Creditors and (b) with respect to a particular Consenting Creditor, by any affected Consenting Creditor described in Section 10.1(d), in each case by the delivery to the Company Parties and Ad Hoc Group Counsel of a written notice in accordance with Section 14.11 upon the occurrence of the following events:
(a) the breach in any material respect by a Company Party, EchoStar or DNC, of any representation, warranty or covenant set forth in this Agreement or any Definitive Document (once executed by each of the parties thereto) that, if capable of being cured, remains uncured for five
Consenting Creditor Termination Events. This Agreement may be terminated (a) with respect to the Consenting Revolving Lenders by the Agent, and (b) with respect to the Consenting Noteholders by the Required Consenting Noteholders, in each case, by the delivery to the Company Parties, counsel to the Initial Consenting Noteholders and counsel to the Agent of a written notice (each, a “Consenting Creditor Termination Notice”) in accordance with Section 12.10 of this Agreement upon and at any time following the occurrence of any of the following events (unless waived in writing by the Required Consenting Noteholders or the Agent, as applicable, in their respective sole discretion):