Debtors’ Stipulations Sample Clauses

Debtors’ Stipulations. Without prejudice to the rights of any other party (but subject to the limitations thereon contained in paragraph 13 of this Interim Order), the Debtors admit, stipulate and agree that: (i) Pursuant to the terms of that certain Indenture, dated February 18, 2011, by and among BRT Escrow Corporation SpA, as initial temporary issuer, the Trustee and the Collateral Trustees (as amended by that (a) First Supplemental Indenture, dated as of February 28, 2011 to be by and among Alsacia, as issuer, and Express xx Xxxxxxxx Uno S.A. (“Express”), Inversiones Eco Uno S.A. (“Eco Uno”) and Panamerican Investments Ltd. (“Panamerican”) as guarantors (collectively, the “Guarantors”), the Trustee and the Collateral Trustees, (b) Second Supplemental Indenture, dated as of December 16, 2011, and (c) the waivers granted pursuant to the Amended and Restated Consent Solicitation Statement, dated September 25, 2013, as supplemented on October 3, October 10 and October 14, 2013, and as further amended to date, and as it may hereafter be amended, supplemented or modified from time to time, the “Senior aggregate original principal amount of U.S.$464,000,000 (the “Senior Secured Notes”, and a holder of any of the Senior Secured Notes, a “Senior Secured Noteholder”).3 3 For the avoidance of doubt, all references herein to Senior Secured Noteholders shall include the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders (as defined (ii) Under the terms of the Senior Secured Notes Indenture, Alsacia’s obligations under the Senior Secured Notes are jointly and severally and unconditionally and irrevocably guaranteed by the Guarantors (the “Guarantees”). (iii) Pursuant to the terms of that certain Contrato de Aperatura de Crédito (Loan Agreement), dated February 11, 2011, by and among Banco Internacional (“BI”), BRT Escrow Corporation SpA as initial borrower, Alsacia as successor borrower, Panamerican (Chile Branch) as guarantor and Inversiones Xxxxxx SpA (a wholly-owned subsidiary of Alsacia, “Xxxxxx”) as guarantor (the “Bus Terminal Loan”), BI agreed to extend a loan to Alsacia in an aggregate principal amount of U.S.$ 12,500,000 (the “Bus Terminal Loan”). Alsacia’s obligations under the Bus Terminal Loan are guaranteed by the Guarantors and Xxxxxx and are secured by a first priority security interest on the Huechuraba terminal and on Lorena’s capital stock (the “Bus Terminal Lien”). (iv) To secure the Debtors’ obligations under the Senior Secure...

Debtors’ Stipulations. Subject to the limitations contained in paragraphs 17 and 17 below, the Debtors admit, stipulate, and agree that: (a) as of the Petition Date, the Loan Party Debtors were truly and justly indebted and liable to the Prepetition Secured Lenders, without objection, defense, counterclaim or offset of any kind, (i) in the aggregate principal amount of not less than $855,760,000 in respect of loans made under the Prepetition Credit Agreement, and (ii) $12,897,836 in issued and outstanding amounts under letters of credit issued pursuant to the Prepetition Credit Agreement, plus amounts owed under Hedging Agreements, accrued and unpaid interest, all other Secured Obligations (as defined in the Prepetition Credit Agreement) and fees and expenses (including fees and expenses of attorneys and advisors) as provided in the Prepetition Loan Documents and applicable Hedging Agreements (collectively, the “Prepetition Obligations”); (b) the liens and security interests granted to the Prepetition Agent to secure the Prepetition Obligations are (i) valid, binding, perfected, enforceable, first priority (subject to permitted exceptions under the Prepetition Credit Agreement) liens on and security interests in the personal and real property constituting “Collateral” under, and as defined in, the Prepetition Loan Documents in respect of the Prepetition Obligations (together with the Cash Collateral, the “Prepetition Collateral”), (ii) not subject to valid objection, defense, counterclaim, offset, contest, attachment, avoidance, recharacterization or subordination (whether equitable, contractual, or otherwise) pursuant to the Bankruptcy Code or applicable nonbankruptcy law or regulation by any person or entity and (iii) subject and subordinate only to (A) after giving effect to this Order, the Carve-Out (as defined in paragraph 6(b) below) and the liens and security interests granted to secure the DIP Financing and the Adequate Protection Obligations (as defined in paragraph 13 below), and (B) valid, perfected and unavoidable liens permitted under the Prepetition Loan Documents to the extent such permitted liens are senior to the liens securing the Prepetition Obligations (the “Permitted Prepetition Liens”); (c) the Prepetition Obligations constitute the legal, valid and binding obligations of the Loan Party Debtors, enforceable in accordance with their terms; and (d) (i) no portion of the Prepetition Obligations shall be subject to valid objection, defense, counterclaim, offset...

Debtors’ Stipulations. In requesting the DIP Facilities, and in exchange for and as a material inducement to the DIP Lenders for their commitments to provide the respective DIP Facilities, and in exchange for and in recognition of the priming of the Prepetition Senior Liens, the Prepetition FLLO Liens and the Prepetition Second Liens (each as defined below), subject to paragraph 29 hereof, the Debtors hereby admit, stipulate, acknowledge and agree that: __________ 3 Where appropriate in this Interim Order, findings of fact shall be construed as conclusions of law and vice versa pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014.

Debtors’ Stipulations. The Debtors’ Stipulations, as set forth in Paragraph 3 of that Final Order (I) Authorizing Debtors (A) To Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (II) Granting Additional Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363 and 364 [Docket No. 375] (the “Existing DIP Order”), remain in full force and effect (for the avoidance of doubt, subject to, with respect to the Pre-Petition Second Lien Obligations and the Junior DIP Term Loans, paragraph 25 below). For the avoidance of doubt, solely with respect to the Pre-Petition First Lien Obligations, the Challenge Period (as defined in the Existing DIP Order) has expired.

Debtors’ Stipulations. After consultation with their attorneys and financial advisors, and without prejudice to the rights of parties in interest, including any Committee, as set forth in paragraph 31 herein, the Debtors admit, stipulate, acknowledge, and agree as follows (paragraphs F(i) through F(vii) (other than (v)) below are referred to herein, collectively, as the “Debtors’ Stipulations”):

Debtors’ Stipulations. Subject to the rights of any Committee or other parties-in-interest as and to the extent set forth in Paragraph 25 below and to the provisions of Paragraph 15 below, the Debtors and their non-debtor subsidiaries (the “Non-Debtor Subsidiaries” and together with the Debtors, the “Molycorp Entities”) acknowledge, admit, represent, stipulate and agree that:

Debtors’ Stipulations. Without prejudice to the rights of any other party, but subject to the limitations thereon contained in paragraphs 29 and 30 of this Interim Order, the Debtors represent, admit, stipulate and agree as follows:

Debtors’ Stipulations. Without prejudice to the rights of any other party (but subject to the limitations thereon contained in paragraphs 23 and 24 below), the Debtor admits, stipulates and agrees that:

Debtors’ Stipulations. The Debtors have stipulated, acknowledged, admitted, represented, and confirmed the following, as of the Petition Date which, consistent with the terms of the Original DIP Orders, now constitute findings of this Court that are binding on the estate and all parties in interest, except to the limited extent provided in the proviso of paragraph 23 (vi) of this Order: 3

Debtors’ Stipulations. (a) Subject to paragraph 23 hereof, the Debtors admit, stipulate and agree that the aggregate outstanding Capital (which is equivalent to the outstanding principal balance if the financing transaction evidenced by the Receivables Purchase Agreement were formulated as a secured loan, rather than a purchase) owed by Audacy Receivables under the Securitization Program as of the Petition Date was approximately $75 million plus accrued and unpaid Yield with respect thereto and any additional fees, costs, expenses (including any advisors’ fees and expenses), reimbursement obligations, indemnification obligations, contingent obligations, and other charges of whatever nature, whether or not contingent, whenever arising, due, or owing. (b) Without limiting the rights of any statutorily appointed committee (a “Committee”) or any other party in interest, in each case, with standing and requisite authority, the Debtors permanently, immediately and irrevocably acknowledge, represent, stipulate and agree that the transfers of the Receivables by the Originators to Audacy New York pursuant to the Purchase and Sale Agreement and by Audacy New York to Audacy Receivables pursuant to the Sale and Contribution Agreement, in each case, whether occurring prior or subsequent to the Petition Date, constitute true sales or contributions (as the case may be) under applicable non-bankruptcy law, are hereby deemed true sales or contributions, were or will be for fair consideration and are not otherwise voidable or avoidable. Upon any Originator’s transfer of Receivables to Audacy New York and Audacy New York’s transfer of Receivables to Audacy Receivables, such Receivables did (with respect to transfers occurring prior to the Petition Date) and will (with respect to transfers occurring on or after the Petition Date) become the sole property of Audacy Receivables (subject to the rights and interests of the Agent and the Investors in such Receivables pursuant to the Receivables Purchase Agreement), and none of the Debtors, nor any creditors of the Debtors (other than Audacy Receivables, the Agent and the Investors), shall retain any ownership rights, claims, liens or interests in or to the Receivables or any proceeds thereof (excluding any such proceeds constituting purchase price payments made by Audacy Receivables to Audacy New York pursuant to the Sale and Contribution Agreement in respect of Receivables sold or contributed thereunder to the extent such payments are made in accordanc...