Common use of Disputes, Waivers, and Extensions Clause in Contracts

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, shall be addressed in good faith by the Debtors, in consultation with the UCC and the Requisite Investors, the determinations of which shall be final and binding. The Debtors, in consultation with the UCC and the Requisite Investors, may (i) waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it may determine in good faith to be appropriate or (ii) reject the purported exercise of any Rights for which an Offering Form and/or payment includes defects or irregularities. Offering Forms shall be deemed not to have been properly completed until all irregularities have been waived or cured. The Debtors reserve the right to give notice to any Eligible Offeree or Non-Eligible Offeree regarding any defect or irregularity in connection with any purported exercise of Rights, or the completion or delivery of any Offering Form, and the Debtors, in consultation with the UCC and the Requisite Investors, may permit such defect or irregularity to be cured; it being understood, that none of the Debtors, the Subscription Agent, or the Backstop Commitment Parties (or any of their respective officers, directors, employees, agents or advisors) shall incur any liability for failure to give such notification. The Debtors, with the approval of the Bankruptcy Court (if applicable) and the reasonable consent of the UCC and the Requisite Investors, may (i) extend the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute Distribution; and (ii) make such other changes to the Rights Offering, including changes that affect which parties constitute Eligible Offerees and/or Non-Eligible Offerees.

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, form and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, Subscription Rights shall be addressed in good faith by the Debtors, Company in consultation with the UCC and the Requisite InvestorsBackstop Parties, the determinations of which shall be final and binding. The DebtorsCompany, in consultation with the UCC approval of the Required Backstop Interest and the Requisite Investorssubject to Bankruptcy Court approval (if applicable), may (i) waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it may determine in good faith to be appropriate or (ii) reject the purported exercise of any Subscription Rights for which an Offering the Rights Exercise Form and/or payment includes defects or irregularities. Offering Rights Exercise Forms shall be deemed not to have been properly completed until all irregularities have been waived or cured. The Debtors reserve Company reserves the right right, with the approval of the Required Backstop Interest, to give notice to any Eligible Offeree or Non-Eligible Offeree Noteholder regarding any defect or irregularity in connection with any purported exercise of Rights, or the completion or delivery of any Offering Form, Subscription Rights by such Eligible Noteholder and the DebtorsCompany may, in consultation with the UCC and approval of the Requisite InvestorsRequired Backstop Interest, may permit such defect or irregularity to be cured; it being understood, that none of the DebtorsCompany, the Subscription Agent, Agent or the Backstop Commitment Parties (or any of their respective officers, directors, employees, agents or advisors) shall incur any liability for failure to give such notification. The DebtorsCompany, with the approval of the Bankruptcy Court (if applicable) and the reasonable consent of the UCC and the Requisite InvestorsRequired Backstop Interest, may (i) extend the duration of the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute DistributionSubscription Rights; and (ii) make such other changes to the Rights Offering, including changes that affect which parties constitute Eligible Offerees and/or Non-Eligible OffereesNoteholders.

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, form and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, Subscription Rights shall be addressed in good faith by the Debtors, Debtors in consultation with the UCC and the Requisite InvestorsInvestor, the determinations of which shall be final and binding. The Debtors, in consultation with the UCC Investor, and the Requisite Investorssubject to Bankruptcy Court approval, may (i) waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it they may determine in good faith to be appropriate appropriate, or (ii) reject the purported exercise of any Subscription Rights for which an Offering the Rights Exercise Form and/or payment includes defects or irregularities. Offering Rights Exercise Forms shall be deemed not to have been properly completed until all irregularities have been waived or curedcured within such time as the Debtors determine in their discretion reasonably exercised in good faith. The Debtors reserve the right right, but are under no obligation, to give notice to any Eligible Offeree or Non-Eligible Offeree Holder regarding any defect or irregularity in connection with any purported exercise of Rights, or the completion or delivery of any Offering Form, Subscription Rights by such Eligible Holder and the DebtorsDebtors may, in consultation with the UCC and the Requisite Investorsbut are under no obligation, may to permit such defect or irregularity to be cured; it being understoodprovided, however, that none of the Debtors, the Subscription Agent, or the Backstop Commitment Parties Debtors (or including any of their its respective officers, directors, employees, agents or advisors) ), the Subscription Agent, or Investor shall incur any liability for failure to give such notification. The Debtors, with the approval of the Bankruptcy Court (if applicable) Court, and in consultation with the reasonable consent of the UCC and the Requisite InvestorsInvestor, may (i) extend the duration of the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute DistributionSubscription Rights; and (ii) make such other changes to the Rights Offering, Offering including changes that affect which parties creditors constitute Eligible Offerees and/or Non-Eligible OffereesHolders.

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, Subscription Rights shall be addressed in good faith by the DebtorsDebtor, on behalf of New Permian Corp., in consultation with the UCC and the Requisite InvestorsCommitment Parties, the determinations of which shall be final and binding. The DebtorsDebtor, in consultation with the UCC and approval of the Requisite InvestorsCommitment Parties, may (i) waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it may determine in good faith to be appropriate or (ii) reject the purported exercise of any Subscription Rights for which an Offering the Rights Exercise Form and/or payment includes defects or irregularities. Offering Rights Exercise Forms shall be deemed not to have been properly completed until all irregularities have been waived or cured. The Debtors reserve Debtor reserves the right on behalf of New Permian Corp., and with the approval of the Requisite Commitment Parties, to give notice to any Eligible Offeree or Offeree, Non-Eligible Offeree or Declining Offeree regarding any defect or irregularity in connection with any purported exercise of Rights, Subscription Rights by such Eligible Offeree or the completion right to receive a Substitute Distribution by any Non-Eligible Offeree or delivery of any Offering Form, Declining Offeree and the DebtorsDebtor may, in consultation with the UCC and approval of the Requisite InvestorsCommitment Parties, may permit such defect or irregularity to be cured; it being understood, that none of the DebtorsDebtor, New Permian Corp., the Subscription Agent, or the Backstop Commitment Parties (or any of their respective officers, directors, employees, agents or advisors) shall incur any liability for failure to give such notification. The DebtorsDebtor, on behalf of New Permian Corp., and with the approval of the Bankruptcy Court (if applicable) and the reasonable consent of the UCC and the Requisite InvestorsCommitment Parties, may (i) extend the duration of the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute DistributionSubscription Rights; and (ii) make such other changes to the Rights Offering, including changes that affect which parties constitute Eligible Offerees Offerees, Non-Eligible Offeree and/or NonDecliningNon-Eligible Offerees.

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, Subscription Rights shall be addressed in good faith by the DebtorsDebtor, on behalf of New Permian Corp., in consultation with the UCC and the Requisite InvestorsCommitment Parties, the determinations of which shall be final and binding. The DebtorsDebtor, in consultation with the UCC and approval of the Requisite InvestorsCommitment Parties, may (i) waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it may determine in good faith to be appropriate or (ii) reject the purported exercise of any Subscription Rights for which an Offering the Rights Exercise Form and/or payment includes defects or irregularities. Offering Rights Exercise Forms shall be deemed not to have been properly completed until all irregularities have been waived or cured. The Debtors reserve Debtor reserves the right on behalf of New Permian Corp., and with the approval of the Requisite Commitment Parties, to give notice to any Eligible Offeree or Offeree, Non-Eligible Offeree or Declining Offeree regarding any defect or irregularity in connection with any purported exercise of Rights, Subscription Rights by such Eligible Offeree or the completion right to receive a Substitute Distribution by any Non-Eligible Offeree or delivery of any Offering Form, Declining Offeree and the DebtorsDebtor may, in consultation with the UCC and approval of the Requisite InvestorsCommitment Parties, may permit such defect or irregularity to be cured; it being understood, that none of the DebtorsDebtor, New Permian Corp., the Subscription Agent, or the Backstop Commitment Parties (or any of their respective officers, directors, employees, agents or advisors) shall incur any liability for failure to give such notification. The DebtorsDebtor, on behalf of New Permian Corp., and with the approval of the Bankruptcy Court (if applicable) and the reasonable consent of the UCC and the Requisite InvestorsCommitment Parties, may (i) extend the duration of the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute DistributionSubscription Rights; and (ii) make such other changes to the Rights Offering, including changes that affect which parties constitute Eligible Offerees and/or Offerees, Non-Eligible OffereesOfferee and/or Declining Offeree.

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, form and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, Subscription Rights shall be addressed in good faith by the Debtors, Tronox in consultation with the UCC Creditors’ Committee and the Requisite InvestorsBackstop Parties, the determinations of which shall be final and binding. The DebtorsTronox, in consultation with the UCC Creditors’ Committee and the Requisite InvestorsBackstop Parties, and subject to Bankruptcy Court approval, may (i) waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it they may determine in good faith to be appropriate appropriate, or (ii) reject the purported exercise of any Subscription Rights for which an Offering the Rights Exercise Form and/or payment includes defects or irregularities. Offering Rights Exercise Forms shall be deemed not to have been properly completed until all irregularities have been waived or curedcured within such time as Tronox determine in its discretion reasonably exercised in good faith. The Debtors reserve Tronox reserves the right right, but is under no obligation, to give notice to any Eligible Offeree or Non-Eligible Offeree Holder regarding any defect or irregularity in connection with any purported exercise of RightsSubscription Rights by such Eligible Holder and Tronox may, or the completion or delivery of any Offering Formbut is under no obligation, and the Debtors, in consultation with the UCC and the Requisite Investors, may to permit such defect or irregularity to be cured; it being understoodprovided, however, that none of the Debtors, the Subscription Agent, or the Backstop Commitment Parties Tronox (or including any of their its respective officers, directors, employees, agents or advisors) ), the Subscription Agent, the Creditors’ Committee or the Backstop Parties shall incur any liability for failure to give such notification. The DebtorsTronox, with the approval of the Bankruptcy Court (if applicable) Court, the Creditors’ Committee and the reasonable consent of the UCC and the Requisite InvestorsBackstop Parties, may (i) extend the duration of the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute DistributionSubscription Rights; and (ii) make such other changes to the Rights Offering, Offering including changes that affect which parties creditors constitute Eligible Offerees and/or Non-Eligible OffereesHolders.

Disputes, Waivers, and Extensions. Any and all disputes concerning the timeliness, viability, form, form and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, Rights shall be addressed in good faith by the Debtors, Debtors in consultation with the UCC Creditors’ Committee, and the Requisite InvestorsEquity 3 Committee with respect to Rights exercised by Eligible Claim Transfer Shareholders, and subject to a final determination by the Bankruptcy Court, the determinations of which shall be final and binding. The Debtors, in consultation with the UCC Creditors’ Committee and the Requisite Investorssubject to Bankruptcy Court approval, may (i) seek to waive any defect or irregularity, or permit a defect or irregularity to be corrected, within such times as it they may determine in good faith to be appropriate appropriate, or (ii) reject the purported exercise of any Rights for which an Offering Form and/or payment includes defects or irregularitiesRights. Offering Forms Subscription instructions shall be deemed not to have been properly completed until all irregularities have been waived or curedcured within such time as the Debtors determine in their discretion reasonably exercised in good faith. The Debtors reserve the right right, but are under no obligation, to give notice to any Eligible Offeree or Non-Eligible Offeree Holder regarding any defect or irregularity in connection with any purported exercise of Rights, or the completion or delivery of any Offering Form, Rights by such Eligible Holder and the DebtorsDebtors may, in consultation with the UCC and the Requisite Investorsbut are under no obligation, may to permit such defect or irregularity to be curedcured within such time as they may determine in good faith, in consultation with the Creditors’ Committee, the Equity Committee with regard to Rights exercised by Eligible Claim Transfer Shareholders, and subject to Bankruptcy Court approval, to be appropriate; it being understoodprovided, however, that none of the Debtors, the Subscription Agent, the Creditors’ Committee, or the Backstop Commitment Parties (or any of their respective officers, directors, employees, agents or advisors) Equity Committee shall incur any liability for failure to give such notification. The Debtors, with the approval of the Bankruptcy Court (if applicable) and Creditors’ Committee, and following advance written notice to the reasonable consent of the UCC and the Requisite InvestorsNoteholders’ Committee, may (i) extend the duration of the Rights Offering Expiration Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or the distribution of the Substitute Distribution; and (ii) make such other changes to the Rights Offering, including changes that affect which parties constitute Eligible Offerees and/or Non-Eligible OffereesRights.