Individual Termination Sample Clauses
Individual Termination. Any Consenting Noteholder or any Consenting Lender may terminate this Agreement as to itself only, upon written notice to the other Parties in accordance with Section 9(k) hereof, in the event that: (i) such Consenting Noteholder or such Consenting Lender has transferred all (but not less than all) of its Second Lien Notes Claims or First Lien Term Loan Claims, as applicable, in accordance with Section 5 of this Agreement (such termination shall be effective on the date on which such Consenting Noteholder or Consenting Lender has effected such transfer, satisfied the requirements of Section 5 and provided the written notice required above in Section 9(k)); (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 Noteholder or such Consenting Lender as compared to similarly situated Consenting Noteholders or Consenting Lenders, by giving ten (10) Business Days’ written notice to the other Parties in accordance with Section 9(k); provided, that such written notice shall be given by the applicable Consenting Noteholder or applicable Consenting Lender within five (5) Business Days of such amendment, filing, or execution; or (iii) the Restructuring Term Sheet is amended, supplemented or otherwise modified without its consent in such a way as to adversely and materially modify the economic treatment contemplated for such Consenting Noteholder or Consenting Lender, as applicable, relative to the treatment contemplated by the Restructuring Term Sheet as of the Agreement Effective Date, by giving ten (10) Business Days’ written notice to the other Parties in accordance with Section 9(o); provided, that such written notice shall be given by the applicable Consenting Noteholder or applicable Consenting Lender within five (5) Business Days of such amendment, supplement or other modification.
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 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 10);
(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 Debtors 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; or
(c) Any of the economic terms provided for in Schedule 2 hereto are amended or modified without the written consent of such Consenting Noteholder.
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 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 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 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. 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. Any Consenting Creditor may terminate this Agreement as to itself only, upon written notice to the other Parties, in the event that: (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 Creditor as compared to similarly situated Consenting Creditors; or (ii) any Definitive Documentation is filed with the Bankruptcy Court or executed by the Chaparral Parties and the Required Consenting Creditors that contains terms that are materially inconsistent with the economic terms of the Plan Term Sheet or the Exit Facility Term Sheet, in either case by giving ten (10) Business Days’ written notice to the Chaparral Parties and the other Required Consenting Creditors; provided, that such Consenting Creditor has provided such written notice of termination within five (5) Business Days of its receipt of written notice of such amendment, filing, or execution.
Individual Termination. Any individual Consenting Support Party may terminate this Agreement, as to itself only, by the delivery to the Company, the Initial Consenting Support Parties, and the Sponsors of a written notice, in accordance with Section 21 hereof, upon the occurrence and continuation of any of the following events (each, an “Individual Termination Event”):
(a) this Agreement or the Plan is amended without its consent in such a way as to alter any of the economic terms hereof or thereof in a manner that is disproportionately adverse to such Consenting Support Party as compared to similarly situated Consenting Support Parties;
(b) this Agreement or the Plan is amended without its prior written consent in a manner that adversely affects the economic treatment of such Consenting Support Party’s claims under the Plan compared to the economic treatment set forth in the Transaction Term Sheet or reduces the amount of such Consenting Support Party’s claims under the Plan compared to the amount of such claims set forth in the Transaction Term Sheet; or
(c) the Plan Effective Date shall not have occurred by the date that is 200 calendar days after the Petition Date.
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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇, or (z) otherwise is not in form and substance reasonably satisfactory to at least one of ICG or ▇▇▇▇▇▇▇ (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 ▇▇▇▇▇▇▇).