Debtors’ Stipulations Clause Samples
The Debtors’ Stipulations clause sets out specific acknowledgments and agreements made by the debtor regarding key facts or obligations in a legal or financial arrangement. Typically, this clause will include admissions about the validity and amount of debt, the enforceability of security interests, or the absence of defenses or counterclaims. By having the debtor formally stipulate to these points, the clause streamlines proceedings and reduces the potential for disputes, ensuring clarity and efficiency in the enforcement of rights or remedies.
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 ▇▇ ▇▇▇▇▇▇▇▇ 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.$464,000,000 (the “Senior Secured Notes”, and a holder of any of the Senior Secured Notes, a “Senior Secured Noteholder”).3 3 For the avoidance of doubt, all references herein to Senior Secured Noteholders shall include the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders (as defined
(ii) Under the terms of the Senior Secured Notes Indenture, Alsacia’s obligations under the Senior Secured Notes are jointly and severally and unconditionally and irrevocably guaranteed by the Guarantors (the “Guarantees”).
(iii) Pursuant to the terms of that certain Contrato de Aperatura de Crédito (Loan Agreement), dated February 11, 2011, by and among Banco Internacional (“BI”), BRT Escrow Corporation SpA as initial borrower, Alsacia as successor borrower, Panamerican (Chile Branch) as guarantor and Inversiones ▇▇▇▇▇▇ SpA (a wholly-owned subsidiary of Alsacia, “▇▇▇▇▇▇”) as guarantor (the “Bus Terminal Loan”), BI agreed to extend a loan to Alsacia in an aggregate principal amount of U.S.$ 12,500,000 (the “Bus Terminal Loan”). Alsacia’s obligations under the Bus Terminal Loan are guaranteed by the Guarantors and ▇▇▇▇▇▇ 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. 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. Subject only to the rights of parties in interest specifically set forth in paragraph 18 of this Interim Order (and subject to the limitations thereon contained in such paragraph), the Debtors admit, stipulate, and agree that (collectively, paragraphs E.1 through E.2 below are referred to herein as the “Debtors’ Stipulations”):
Debtors’ Stipulations. Without prejudice to the rights of parties in interest, other than the Debtors, but subject to the limitations thereon contained in Paragraphs 16 and 25 of this Interim Order, the Debtors admit, stipulate and agree as follows (Paragraphs 6(a) through 6(f) below are collectively referred to herein 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. After consultation with their attorneys and financial advisors, and without prejudice to the rights of the Debtors’ estates or any other party in interest (but subject to the limitations thereon contained in paragraph 18 below), the Debtors admit, stipulate, and agree that:
Debtors’ Stipulations. Without prejudice to the rights of the DIP Loan Parties’ estates or any other party in interest (but subject to the limitations thereon contained in paragraph 30 hereof), the DIP Loan Parties, on behalf of their estates, admit, stipulate, acknowledge, and agree as follows: