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. Without prejudice to the rights of any other party, the Debtors have stipulated and agreed that:
(1) in accordance with the terms of the Existing Agreements and as of the date hereof and as of the filing of the Debtors' chapter 11 petitions herein (the "PETITION DATE"), the Borrower was truly and justly indebted and liable to the Pre-Petition Secured Lenders, without defense, counterclaim or offset of any kind, in the aggregate principal amount of approximately $[AMOUNT] in respect of loans made and in the aggregate principal amount of approximately $[AMOUNT] in respect of letters of credit issued, in each case, by the Pre-Petition Secured Lenders pursuant to the Existing Agreements, plus interest thereon and fees and expenses incurred in connection therewith as provided in the Existing Agreements (collectively, together with the obligations of the Guarantors under the Existing Agreements, the "PRE-PETITION DEBT"), and the Subsidiary Guaranty Agreements constitute valid, binding non-voidable obligations of the Guarantors, enforceable in accordance with their terms;
(2) the liens and security interests granted to the Pre-Petition Agent pursuant to the security agreements and the mortgages, deeds of trust and other security documents executed by any of the Debtors or the Guarantors in favor of the Pre-Petition Agent in connection with the Existing Agreements, are valid, perfected, enforceable, non-voidable first-priority liens and security interests in the personal and real property described in such agreements, mortgages, deeds of trust and security documents (the "PRE-PETITION COLLATERAL") subject only to liens permitted under the Existing Agreements; and
(3) the aggregate value of the Pre-Petition Collateral substantially exceeds the aggregate amount of the Pre-Petition Debt.
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. 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. 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. 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. 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 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 to the rights of any Committee or other parties-in-interest as and to the extent set forth in Paragraph 25 below (which rights are subject to any other applicable limitations set forth in this Interim Order), 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. The Debtors admit, acknowledge, agree, and stipulate to the following (collectively, the “Debtors’ Stipulations”), which stipulations shall be binding on the Debtors, and, subject to the Challenge Period, their estates, and all parties in interest: