Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement.
3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.
Definitive Documents. Definitive Transaction Documents necessary to consummate the transactions contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and approval by the Bankruptcy Court of such documents, as necessary, shall have been obtained. All Transaction Documents (in form and substance satisfactory to both the Investor and the Company), to the extent applicable, shall have been executed by the parties thereto on or prior to the Effective Date, shall not have been modified without either of the Investor’s or the Company’s consent and shall be in effect and the consummation of the transactions contemplated thereby shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents shall have been satisfied or effectively waived. All corporate and other proceedings to be taken by the Investor and the Company in connection with the Transaction Documents and the transactions contemplated thereby to be completed at the Closing and documents incident thereto shall have been completed in form and substance satisfactory to the Investor and the Company, and the Investor and the Company shall have received all such counterpart originals or certified or other copies of the Transaction Documents and such other documents as it may reasonably request.
Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to OWNERS. All Transaction Documents, to the extent applicable to the Facilities, shall have been executed by the parties thereto on or prior to the Closing Date, shall not have been modified, shall be in effect and the consummation of the transfer of Transferred Assets as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets as contemplated by Section 2.01 hereof by NEW OPERATORS shall have been completed in form and substance reasonably satisfactory to OWNERS, and OWNERS shall have received all such counterpart originals or certified or other copies of such documents.
Definitive Documents. Without limiting the foregoing, each Party hereby covenants and agrees to (a) negotiate in good faith the Memorandum, the indenture for the New Second Lien Notes, the New Senior Loan Facility credit agreement, the Intercreditor Agreement, the Employment Agreements, the Management Incentive Plan, the Warrant Agreement, the Organizational Documents and all ancillary documents related to each of the foregoing (collectively, the “Definitive Documents”), which Definitive Documents shall contain terms and conditions consistent in all respects with this Agreement and (b) execute (to the extent such Party is a party thereto) and otherwise support implementation of the Definitive Documents and any other such documents or agreements as may be reasonably necessary or advisable to implement the Restructuring Transactions, the purposes of this Agreement and the Definitive Documents. All Parties shall have the right to review and comment on the Definitive Documents, the terms of which shall be consistent with this Agreement and otherwise in form and substance reasonably acceptable to SAE and the Required Supporting Holders before the execution and delivery of the Definitive Documents.
Definitive Documents. In connection with the formation of any Management Companies that will be entitled to receive Fees and Incentive Payments, and as a condition of using the Track Record, all related documents reflecting the terms thereof (the “Definitive Documents”) shall be reasonably acceptable to Icahn Enterprises and shall be consistent with the terms of Sections 6 and 7, and shall fully create, issue, reflect and protect, the rights, interests, powers and privileges of Icahn Enterprises as contemplated in Sections 6 and 7 of this Agreement, all of which will be set out in full in the Definitive Documents with such additional terms and provisions as are appropriate to implement and protect the rights, interests, powers and privileges of Icahn Enterprises contemplated in Sections 6 and 7, all in form and content reasonably acceptable to Icahn Enterprises. The Fee and Incentive Payments generated by any applicable Investment Fund will be payable solely to the Management Company and not in any manner that would avoid or minimize the amounts payable to Icahn Enterprises.
Definitive Documents. Each of the Parties agrees to, and to direct its counsel to, negotiate in good faith the form of the following documents (collectively, the “Definitive Documents”): (a) a chapter 11 plan of reorganization for the Debtors that is consistent in all material respects with the Term Sheet (the “Plan”), and any appendices, amendments, modifications, supplements, exhibits and schedules relating thereto; (b) the order to be entered by the Bankruptcy Court (i) approving the Disclosure Statement as containing adequate information required under section 1125 of the Bankruptcy Code, and (ii) authorizing the use of the Disclosure Statement for soliciting votes on the Plan and establishing solicitation procedures (the “Disclosure Statement Order”); (c) the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”); (d) the order of the Bankruptcy Court approving this Agreement (the “PSA Order”); and (e) the Surviving Company Certificate, each of which shall be consistent with this Agreement in all material respects and, in the case of the material terms and conditions of the Plan, the Confirmation Order, the PSA Order and the Surviving Company Certificate, shall otherwise be in form and substance reasonably acceptable to counsel to the Ad Hoc Committee in consultation with Xxxxxx Xxxxx.
Definitive Documents. Each Party hereby covenants and agrees (i) to negotiate in good faith the Definitive Documents and (ii) to execute (to the extent such Party is a party thereto) and otherwise support the Definitive Documents. For the avoidance of doubt, the Company agrees to (i) act in good faith and use commercially reasonable efforts to support and complete successfully the Solicitation and the Plan in accordance with the terms of this Agreement, (ii) do all things reasonably necessary and appropriate in furtherance of consummating the Restructuring Transactions in accordance with, and within the time frames contemplated by, this Agreement, and (iii) act in good faith and use commercially reasonable efforts to consummate the Restructuring Transactions as contemplated by the Plan and this Agreement.
Definitive Documents. Definitive Transaction Documents (in form and substance reasonably satisfactory to each Investor) shall have been prepared, negotiated and, to the extent applicable, duly executed by the parties (or, as applicable, their Affiliates), and approval by the Bankruptcy Court of such documents pursuant to a Final Order, to the extent necessary, shall have been obtained. All such Transaction Documents shall have been executed by the parties thereto (other than each Investor and its Affiliates) on or prior to the Effective Date, shall not have been modified, amended, waived or supplemented without the consent of each Investor, shall be in effect and the consummation of the transactions contemplated thereby shall not be stayed, and all conditions to the obligations of the parties under such Transaction Documents shall have been satisfied or waived. All corporate and other proceedings to be taken by the Company, West or any of their respective Subsidiaries in connection with such Transaction Documents and the transactions contemplated thereby to be completed at the Closing and documents incident thereto shall have been completed in form and substance reasonably satisfactory to each Investor, and each Investor shall have received all such counterpart originals or certified or other copies of such Transaction Documents and such other documents as it may reasonably request. Without limiting the generality of the foregoing, in connection with the consummation of the Plan, the Company and the Other Investors and shall have entered into the Stockholders Agreement.
Definitive Documents. SFX and its legal counsel shall prepare the initial draft of the definitive documents with respect to the Transactions (the “Definitive Documents”), including a management services agreement between the Company and M Design. It is expected that Definitive Documents will be prepared no later than 30 days after the Effective Date. The Parties shall use their respective reasonable efforts to enter into the Definitive Documents on terms that are consistent with the terms hereof. Prior to entering into the Definitive Documents, (a) with respect to the terms hereof that apply only upon the occurrence of the Exercise, the Parties shall conduct the operations of the Company and M Design in accordance with this Option Agreement from and after the occurrence of the Exercise and (b) with respect to the other terms hereof, the Parties shall conduct the operations of the Company and M Design in accordance with this Option Agreement from and after the Effective Date. The following provisions shall apply with respect to indemnification claims against the Sellers for breaches of representations and warranties under the Definitive Documents: · Cap on liability equal to $15,375,000(4) for breaches of representations and warranties (including with respect to taxes and intellectual property); provided, that there shall be an additional $10,250,000(5) added to such amount solely for breaches of representations and warranties with respect to taxes and intellectual property. · Deductible of $200,000. · Survival period of 18 months, except that the fundamental representations shall survive indefinitely. The cap and deductible shall not apply to breaches of fundamental representations or in the case of fraud. Indemnification obligations of the Sellers shall be satisfied, first, by the return of SFX shares issued to Sellers in connection with the transactions (including the NAJV Stock Consideration), at a price per share of $10 per share.
Definitive Documents. Each of the Parties agrees to negotiate in good faith the form of the following documents (collectively, the “Definitive Documents”): (a) the Conforming Plan, and any appendices, amendments, modifications, supplements, exhibits and schedules relating thereto; (b) the disclosure statement in connection with the Conforming Plan, and any appendices, amendments, modifications, supplements, exhibits and schedules relating thereto (the “Disclosure Statement”); (c) the order to be entered by the Bankruptcy Court (i) approving the Disclosure Statement as containing adequate information required under section 1125 of the Bankruptcy Code, and (ii) authorizing the use of the Disclosure Statement for soliciting votes on the Conforming Plan (the “Disclosure Statement Order”); (d) the order of the Bankruptcy Court confirming the Conforming Plan (the “Confirmation Order”); (e) the Combination Documentation; and (f) the Warrant Agreement, each of which shall be consistent with this Agreement in all material respects and shall otherwise be in form and substance reasonably acceptable to Dynegy, DH, the Creditors’ Committee, a Majority of the Consenting Senior Noteholders and the Lease Trustee.
