Debtors’ Termination Events. A Debtor may terminate this Agreement as to it upon five (5) Business Days’ prior written notice to the other Parties, delivered in accordance with Section 14.8 hereof, upon the occurrence and during the continuation of any of the following events:
Debtors’ Termination Events. This Agreement may be terminated by the Debtors, in their sole discretion, with respect to any Investor (a “Debtor Termination Event”) (i) by providing written notice of the occurrence of a material breach by such Investor of any obligation, representation, warranty, covenant or Commitment of such Investor set forth in this SRC Agreement that would have a material adverse impact on the consummation of the Agreed Plan and that remains uncured for a period of five Business Days of such Investor receiving written notice in accordance with Section 16 (Notices) hereof of such breach from the Debtors. The Debtors shall offer the Commitments of such terminated Investor to all of the other Investors according to their respective Commitment Percentages in the same manner as provided for any Untransferred Terminating Investor Commitment in the last paragraph of Section 12(b) hereof. The terminated Investor shall have no right to a Commitment Fee upon termination. Upon the assumption of any such Commitment, the assuming Investor shall have the same right to a Commitment Fee in respect of such assumed Commitment.
Debtors’ Termination Events. The Debtors may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 10.09 hereof, upon the occurrence of any of the following events: (a) the breach by any of the Supporting Creditors of any material provision set forth in this Agreement that remains uncured for a period of ten (10 ) business days after the receipt by the Supporting Creditors of notice of such breach; (b) the board of directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding with any of the Restructuring would be inconsistent with the exercise of its fiduciary duties; or (c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order enjoining the consummation of a material portion of the Restructuring; provided, that, for the avoidance of doubt, a ruling by the Bankruptcy Court that the Plan is not confirmable as a result of terms included therein and contemplated by one or more provisions of the Restructuring Term Sheet shall not, by itself, constitute a termination event pursuant to this Section 7.02(c).
Debtors’ Termination Events. Any Debtor may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 14.09 hereof, upon the occurrence of any of the following events: (a) the Plan Effective Date shall not have occurred by the Outside Date; (b) the breach by any of the Consenting Creditors in any material respect of any provision set forth in this Agreement that is adverse to the Debtors and that remains uncured for a period of twenty (20) business days after the receipt by the Consenting Creditors of notice of such breach; (c) the board of directors, board of managers, or a similar governing body of any Debtor determines based on advice of counsel that proceeding with any of the Restructuring Transactions would be inconsistent with applicable law or its fiduciary obligations under applicable law; or (d) the issuance by any governmental authority, including any regulatory authority, the Bankruptcy Court, or another court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring Transactions.
Debtors’ Termination Events. The Debtors may terminate this Agreement as to all Parties upon the occurrence of any of the following events (each, a “Debtors Termination Event”): (a) the breach in any material respect by any of the Consenting Noteholders of any of the representations, warranties, or covenants of such Consenting Noteholders set forth in this Agreement; provided, however, that the Debtors shall transmit a notice to the Consenting Noteholders detailing any such breach, and the Consenting Noteholders shall have five business days after receiving such notice to cure any breach; (b) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Transactions; or (c) upon the determination of the Debtors in good faith and based on the advice of outside legal counsel to the Debtors’ Board of Directors that continued performance under this Agreement would be inconsistent with the exercise of applicable fiduciary duties imposed on such Debtor’s Board of Directors by law, provided, however, that as of the date of this Agreement, the Debtors represent and warrant to the Consenting Noteholders that nothing in this Agreement conflicts with applicable fiduciary duties imposed on the Debtors’ Board of Directors by law. In addition, the Agreement shall terminate upon the occurrence of either of the following events:
Debtors’ Termination Events. The Debtor may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 11.11 of this Agreement, upon the occurrence of any of the following events: (a) the Plan Effective Date shall not have occurred by the Plan Outside Date; (b) the breach by any of the Consenting Creditors of any material provision set forth in this Agreement that remains uncured for a period of seven (7) days after the receipt by the Consenting Creditors of notice of such breach in accordance with Section 11.11 of this Agreement; (c) the issuance by any Governmental Entity of any final, non-appealable ruling or order enjoining the consummation of a material portion of the Restructuring Transactions; or (d) if the Debtor reasonably determines, after consultation with counsel, that the failure to terminate this Agreement would be inconsistent with its fiduciary duties under applicable law as referenced in Section 4.02(d) hereof. EXECUTION VERSION
Debtors’ Termination Events. Any Debtor may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 9.11 hereof, upon the occurrence of any of the following events: (a) the breach by any of the RSA Parties of any material provision set forth in this Agreement (it being understood and agreed that any actions required to be taken by the Debtors, Consenting Revolving Lenders, Consenting Term Lenders, or the Sponsors and that are included in the Plan attached to this Agreement but not in this Agreement are to be considered “covenants” to this Agreement, notwithstanding the failure of any specific provision in the Plan to be re-copied in this Agreement) that remains uncured for a period of ten (10) business days after the receipt by the RSA Parties of notice of such breach; (b) the board of directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding with any of the Restructuring would be inconsistent with the exercise of its fiduciary duties; or
Debtors’ Termination Events. The Debtors may terminate this Agreement as to all Parties, delivered in accordance with Section 9.09 hereof, upon the occurrence of any of the following events: (a) the breach by any of the Supporting Creditors of any material provision set forth in this Agreement that remains uncured for a period of five (5) business days after the receipt by the Supporting Creditors of notice of such breach; (b) the board of directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding with any of the Restructuring would be inconsistent with the exercise of its fiduciary duties; or (c) the issuance by any court of competent jurisdiction of any final, non-appealable injunction or order enjoining the consummation of the Restructuring; provided, however, that the Debtors shall have twenty (20) business days after issuance of such injunction, judgment, decree, charge, ruling, or order to obtain relief that would allow consummation of the Restructuring.
Debtors’ Termination Events. (a) The Debtors may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 10.12 hereof, upon the occurrence of any of the following events: (i) the breach by any of the Supporting Noteholders of any material provision set forth in this Agreement that remains uncured for a period of ten (10) business days after the receipt by the Supporting Noteholders or NGL, as applicable, of notice of such breach; (ii) the board of directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding with any of the Restructuring would be inconsistent with the exercise of its fiduciary duties, including any determination by the such governing body, in its sole discretion, that an insufficient number or amount of acceptances of the Plan had been received as of the date set forth in Section 4.03(b)(i) of this Agreement to support a decision to commence the Chapter 11 Cases; or (iii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable injunction, judgment, decree, charge, ruling or order enjoining the consummation of a material portion of the Restructuring unless the Supporting Noteholders shall have sought a stay of such injunction, judgment, decree, charge, ruling or order within five (5) business days after the date of such issuance and shall have obtained relief from such injunction, judgment, decree, charge, ruling or order within five (5) business days after such issuance that would allow consummation of the Restructuring that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement or (ii) is otherwise reasonably acceptable to the Company Parties.
Debtors’ Termination Events. Any Debtor (each, a “Terminating Debtor”) may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 13.09 hereof, upon the occurrence of any of the following events: (a) the Plan Effective Date shall not have occurred by the Outside Date; (b) the breach by the Required Consenting Noteholders of any material provision set forth in this Agreement in a manner adverse to the Debtors; provided that such Terminating Debtor shall transmit a notice to NRG and counsel to the Consenting Noteholders pursuant to Section 13.09 hereof, detailing any such breach and, if such breach is capable of being cured, the breaching Party shall have five (5) business days after receiving such notice to cure any breach; (c) the board of directors, board of managers, or a similar governing body of any Debtor determines in good faith, based on advice of counsel, that proceeding with any of the Restructuring Transactions would be inconsistent with applicable law or fiduciary obligations under applicable law, provided, that the Debtors shall promptly notify the Consenting Noteholders of such determination in writing; (d) the issuance by any governmental authority, including any regulatory authority, the Bankruptcy Court, or another court of competent jurisdiction, of any ruling or order permanently enjoining the consummation of a material portion of the Restructuring Transactions.
