Individual Termination. Any Consenting Noteholder may terminate this Agreement as to itself only, upon written notice to the Company and the other Consenting Noteholders (in each case, in accordance with Section 20), in the event that:
(i) there is any modification, amendment, or change to (x) the definition of “Consenting Noteholders” or “Requisite Noteholders,” (y) this Section 7(c), or (z) the transfer provisions in Section 5, in each case without the consent of such Consenting Noteholder (provided that such Consenting Noteholder is affected thereby);
(ii) there is any waiver, change, modification, or amendment to this Agreement, the Restructuring Term Sheet, or the Acceptable Plan that materially adversely affects the economic recoveries or treatment of any Consenting Noteholder compared to the recoveries or treatment set forth in the Restructuring Term Sheet without the consent of such Consenting Noteholder; or
(iii) five (5) days prior to the hearing to consider confirmation of the Acceptable Plan, the Debtor does not obtain commitments for an exit facility of at least $100 million in principal amount with terms and conditions that are acceptable to each Consenting Noteholder. In the event that a Consenting Noteholder either terminates this Agreement pursuant to Section 7(c)(iii) or does not consent to a waiver, change, modification, or amendment to this Agreement requiring the consent of each Consenting Noteholder (in each case, a “Non-Consenting Noteholder”), but the Consenting Noteholders holding at least 66% of the Notes held by the Consenting Noteholders do not elect to terminate this Agreement, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect to all other Consenting Noteholders.
Individual Termination. Any Consenting Noteholder may terminate this Agreement as to itself only, upon written notice to the other Parties, in the event that:
(a) such Consenting Noteholder has transferred all (but not less than all) of its Senior Notes Claims in accordance with Section 13 of this Agreement (such termination shall be effective on the date on which such Consenting Noteholder has effected such transfer, satisfied the requirements of Section 13 and provided the written notice required above in this Section 9); or
(b) this Agreement is amended without its consent in such a way as to alter any of the material terms hereof in a manner that is disproportionately adverse to such Consenting Noteholder as compared to similarly situated Consenting Noteholders by giving ten (10) Business Days’ written notice to the HCR Entities and the other Consenting Noteholders; provided, that such written notice shall be given by the applicable Consenting Noteholder within five (5) Business Days of such amendment, filing, or execution.
Individual Termination. Upon ten (10) days’ notice, any individual Supporting Party may terminate this Agreement, as to itself only, by the delivery to counsel to the Company and the other Supporting Parties of a written notice in accordance with Section 20 hereof, in the event that (i) any waiver, modification, amendment or supplement of this Agreement materially adversely affects the economics, recoveries, or treatment applicable to the Specified Claims and Interests of such Supporting Party or (ii) any Definitive Document is filed with the Bankruptcy Court or later amended in such a way that materially adversely affects the economics, recoveries, or treatment applicable to the Specified Claims and Interests of such Supporting Party without such Supporting Party’s consent (each such event, an “Individual Termination Event”); provided, that, such Supporting Party shall not object to the Company’s efforts to seek an expedited hearing to adjudicate whether an Individual Termination Event has occurred.
Individual Termination. Any individual Consenting Party may terminate this Agreement, as to itself only, by the delivery to counsel to the Company and the Consenting Parties of a written notice in accordance with Section 22, upon the occurrence and continuation of any of the following events (each, an “Individual Termination Event”):
(i) this Agreement is amended without its consent in such a way as to alter any of the economic terms thereof in a manner that is disproportionately adverse to such Consenting Party as compared to similarly situated Consenting Parties; or
(ii) the Effective Date shall not have occurred by the date that is 270 calendar days after the Petition Date.
Individual Termination which the revocation period has expired, which shall be the eighth day after Executive signs this Release Agreement. Both Executive and the Company acknowledge that each has read and understands Section 1542 of the California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Both Executive and the Company hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to each party's release of any claims hereunder.
Individual Termination. Any individual Consenting Stakeholder may terminate this Agreement, as to itself only, by the delivery to the Company Parties of a written notice in accordance with Section 13.11 hereof if (a) the Plan Effective Date has not occurred by the Outside Date or (b) Section 11.01(o) is breached by any Company Party with respect to such Consenting Stakeholder.
Individual Termination. Any Consenting Lender may terminate this Agreement as to itself only, upon written notice to the other Parties in accordance with Section 22 hereof, in the event that: (i) such Consenting Lender has transferred all (but not less than all) of its Loan Claims (such termination shall be effective on the date on which such Consenting Lender has effected such transfer and provided the written notice required), or (ii) this Agreement or the Restructuring Term Sheet is amended without its consent in such a way as to alter any of the material terms hereof in a manner that is disproportionately adverse to such Consenting Lender as compared to similarly situated Consenting Lenders by giving ten (10) Business Days’ written notice to the other Parties in accordance with Section 22; provided, that such written notice shall be given by the applicable Consenting Lender within five (5) Business Days of such amendment, filing, or execution.
Individual Termination. (a) Any Consenting Stakeholder may terminate this Agreement as to itself only, in the event that (a) this Agreement is amended, modified or supplemented without its consent in such a way as to materially, disproportionately and adversely affect such Consenting Stakeholder relative to similarly situated Consenting Stakeholders and (b) such amendment, modification or supplement is not undone, or such consent is not obtained, within five (5) Business Days following the provision of written notice describing such amendment, modification or supplement to the Affinion Parties and the other Consenting Stakeholders; provided, that this Section 10(a) shall not apply to the commitments of the Consenting Stakeholders under section 6(o).
(b) Acting together, ICG and Xxxxxxx shall have the right, but not the obligation, upon written notice to the other Parties, to terminate their obligations under this Agreement upon the occurrence of the following events, unless waived, in writing, by ICG and Xxxxxxx on a prospective or retroactive basis:
(i) the Charter Amendment, the New Warrant Agreement, the Investor Warrant Agreement, the New Notes or the Stockholders Agreement does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or Xxxxxxx, or
(ii) the Registration Rights Agreement (y) does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or Xxxxxxx, or (z) otherwise is not in form and substance reasonably satisfactory to at least one of ICG or Xxxxxxx (to the extent such acceptance is required by Section 4(b)) (in each instance, unless such modification has previously been agreed to in writing by ICG or Xxxxxxx).
Individual Termination. Any Restructuring Support Party may terminate this Agreement as to itself only in the event that (a) the Milestone set forth in Sub-Clause (e) of Section 4 is not met, (b) the Milestone set forth in Sub-Clause (k) of Section 4 is not met, or (c) any Definitive Document is filed or executed that specifically provides, with respect to distributions under the Plan, for the allocation for tax purposes between principal and interest in a manner that is not acceptable to such Restructuring Support Party, in each case by giving ten (10) business days’ notice to the Debtors and the other Restructuring Support Parties within five (5) business days of such missed Milestone, filing, or execution.
Individual Termination. (a) Any Plan Support Party may terminate this Agreement as to itself in the event that the Milestone set forth in Sub-Clause (c) of Section 4 is not met, (b) any Plan Support Party may terminate this Agreement as to itself in the event the economic treatment provided under the Plan or the Plan Mediation Term Sheet for such Plan Support Party is amended or modified in a manner adverse to such Plan Support Party (or the constituency such Plan Support Party represents), or (c) any Second Lien Plan Support Party may terminate this Agreement as to itself in the event that any Definitive Document is filed or executed that specifically provides, with respect to distributions under the Plan, for the allocation for tax purposes between principal and interest in a manner that is not acceptable to such Second Lien Plan Support Party, in each case, by giving ten (10) business days’ notice to the Debtors and the other Plan Support Parties within five (5) business days of such missed Milestone, filing, or execution.
