Common use of Relationship Among Parties Clause in Contracts

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Noteholders under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as of the date of this Agreement and for so long as this Agreement remains in effect, the Deferring Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Noteholder or Deferring Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditors.

Appears in 2 contracts

Samples: Interest Deferral Agreement, Interest Deferral Agreement

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Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Consenting Noteholders under this Agreement shall be several, not joint, with respect to the Company. The Deferring Consenting Noteholders represent and warrant that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by any Deferring Consenting Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Consenting Noteholder or Deferring Consenting Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Consenting Noteholders, between the Deferring Consenting Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Consenting Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditors.

Appears in 2 contracts

Samples: Recapitalization Support Agreement, Interest Deferral Agreement

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Administrative Agent, the Consenting Noteholders and the Consenting Lenders under this Agreement shall be several, not joint, with respect to the CompanyAdministrative Agent and each Consenting Noteholder and each Consenting Lender. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity, and it is hereby expressly acknowledged by the Consenting Noteholders, the Administrative Agent and the Consenting Lenders, on the one hand, and the Debtors, on the other, that they are in privity with each other and that no Consenting Noteholder is in privity with any other Consenting Noteholder, the Administrative Agent or any Consenting Lender, and no Consenting Lender is in privity with any other Consenting Lender or any Consenting Noteholder, in connection with this Agreement or any of the transactions contemplated hereby. The Deferring Consenting Noteholders represent and warrant that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities of the CompanyDebtors. The Consenting Lenders and the Administrative Agent represent and warrant that as of the date hereof and for so long as this Agreement remains in effect, the Consenting Lenders and the Administrative Agent have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Noteholder and each Consenting Lender shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Noteholder or any Consenting Lender to be joined as an additional party in any proceeding for such purpose. Nothing contained in this Agreement, and no action taken by any Deferring Consenting Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Consenting Noteholder or Deferring Consenting Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case1934, as amended and/or complementedamended. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from Nothing contained in this Agreement, and agree no action taken by any Consenting Lender pursuant hereto is intended to constitute the Consenting Lender as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that each Party hereto will have no liability (whether direct any Consenting Lender is in any way acting in concert or indirect) to each as a member of a “group” with any other in respect Consenting Lender or Consenting Lender within the meaning of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf Rule 13d-5 under the Securities Exchange Act of such Party1934, including such Party’s equity holders, employees or creditorsas amended.

Appears in 2 contracts

Samples: Restructuring Support Agreement (Rex Energy Corp), Restructuring Support Agreement

Relationship Among Parties. Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Stakeholders under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as None of the date Consenting Stakeholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any Consenting Stakeholder, any Company Party, or any of the Company Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Stakeholders, in each case except as expressly set forth in this Agreement. It is understood and agreed that any Consenting Stakeholder may trade in any debt or equity securities of any Company Parties without the consent of CURO or any Consenting Stakeholder, subject to Section 8 of this Agreement and for so long as applicable securities laws. No prior history, pattern or practice of sharing confidence among or between any of the Consenting Stakeholders, and/or the Company Parties shall in any way affect or negate this Agreement remains in effect, the Deferring Noteholders understanding and agreement. The Parties have no agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of any of the CompanyCompany Parties and do not constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained in For the avoidance of doubt, (a) each Consenting Stakeholder is entering into this Agreement directly with the Company Parties and not with any other Consenting Stakeholder, (b) no other Consenting Stakeholder shall have any right to bring any action against any other Consenting Stakeholder with respect to this Agreement (or any breach thereof), and (c) no Consenting Stakeholder shall, nor shall any action taken by a Consenting Stakeholder pursuant to this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Stakeholder with respect to the meaning of Rule 13d-5 obligations under this Agreement nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Stakeholders are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Stakeholder by the Company Parties and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the Company, convenience of the Deferring Noteholders or Company Parties. The decision to commit to enter into the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Intercreditor Agreement (CURO Group Holdings Corp.)

Relationship Among Parties. Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Creditors under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as None of the date Consenting Creditors shall have by virtue of this Agreement any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any Consenting Creditor, any Company Party, or any of the Company Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Creditors, except as expressly set forth in this Agreement. It is understood and agreed that any Consenting Creditor may trade in any debt or equity Securities of any Company Parties without the consent of the Company Parties or any Consenting Creditor, subject to Section 10 of this Agreement and for so long as applicable securities Laws. No prior history, pattern or practice of sharing confidence among or between any of the Consenting Creditors, and/or the Company Parties shall in any way affect or negate this understanding and agreement. The Parties acknowledge that this Agreement remains in effect, the Deferring Noteholders have no does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities Securities of any of the CompanyCompany Parties and shall not be deemed, as a result of its entering into and performing its obligations under this Agreement, to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained For the avoidance of doubt: (1) each Consenting Creditor is entering into this Agreement directly with the Company Parties and not with any other Consenting Creditor, (2) no other Consenting Creditor shall have any right to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof), other than in accordance with this Agreement, and (3) no Consenting Creditor shall, nor shall any action taken by any Deferring Noteholder a Consenting Creditor pursuant hereto (includingto this Agreement, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, Consenting Creditor with respect to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from obligations under this Agreement, and agree nor shall this Agreement create a presumption that each Party hereto will have no liability (whether direct or indirect) the Consenting Creditors are in any way acting as a group. All rights under this Agreement are separately granted to each other in respect Consenting Creditor by the Company Parties and vice versa, and the use of such fiduciary duty claim a single document is for the convenience of the Parties. The decision to commit to enter into the transactions has been made independently and is based upon its own business judgment with the understanding that no Company Party has made any representations or warranties as to any person asserting such a fiduciary duty claim on behalf the success of such Partythe Restructuring Transactions or, including such Party’s equity holdersultimately, employees or creditorsthe Confirmation of the Plan.

Appears in 1 contract

Samples: Intelsat S.A.

Relationship Among Parties. (a) Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Creditors under this Agreement shall be several, not joint, with respect to the Companyand neither joint nor joint and several. The Deferring Noteholders represent and warrant that as None of the date Consenting Creditors shall have by virtue of this Agreement and for so long as any fiduciary duty or any other duty of trust or confidence in any form to each other, any Consenting Creditor, any Company Party or affiliate thereof, or any of the Company Parties’ or their respective affiliates’ creditors or other stakeholders. None of the Consenting Creditors shall have by virtue of this Agreement remains any duties or responsibilities to each other, any Consenting Creditor, any Company Party or affiliate thereof, or any of the Company Parties’ or their respective affiliates’ creditors or other stakeholders, and there are no commitments among or between the Consenting Creditors, except as expressly set forth in effectthis Agreement. It is understood and agreed that any Consenting Creditor may trade in any debt or equity Securities of any Company Parties without the consent of the Company Parties or any other Consenting Creditor, subject to applicable securities Laws, the Deferring Noteholders have no terms of this Agreement, and the terms of the Definitive Documents. No prior history, pattern or practice of sharing confidences among or between any of the Consenting Creditors, and/or the Company Parties shall in any way affect or negate this understanding and agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities Securities of any of the CompanyCompany Parties and shall not be deemed, as a result of its entering into and performing its obligations under this Agreement, to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained For the avoidance of doubt: (1) each Consenting Creditor is entering into this Agreement directly with the Company Parties and not with any other Consenting Creditor, (2) no other Consenting Creditor shall have any right to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof), other than in accordance with this Agreement, and (3) no Consenting Creditor shall, nor shall any action taken by any Deferring Noteholder a Consenting Creditor pursuant hereto (includingto this Agreement, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Creditor with respect to the meaning of Rule 13d-5 obligations under this Agreement, nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Creditors are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Creditor by the Company Parties and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the Company, convenience of the Deferring Noteholders or Parties. Each Party’s decision to commit to enter into the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement has been made independently and each is based upon its own business judgment with the understanding that no Company Party hereto each waives, has made any representations or warranties as to the fullest extent permitted by lawsuccess of the Restructuring Transactions or, any claims that such Party may have against ultimately, the other Parties for breach Confirmation of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorsthe Prepackaged Plan.

Appears in 1 contract

Samples: Restructuring Support Agreement (View, Inc.)

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Noteholders under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Noteholder or Deferring Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditors.

Appears in 1 contract

Samples: Interest Deferral Agreement

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Supporting Noteholders under this Agreement shall be several, not joint. No Party shall have, with by reason of this Agreement, a fiduciary relationship in respect of any other Party, any holder of Egalet Claims, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Party any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. It is understood and agreed that any Supporting Noteholder may trade in the debt or equity securities of the Company without the consent of the Company or any Supporting Noteholder, subject to any applicable confidentiality agreements entered into by such Supporting Noteholder and any Company Party and Sections 5(c) and 5(d) of this Agreement. No Party hereto shall have any responsibility for any such trading by any other entity by virtue of this Agreement. No prior history, pattern or practice of sharing confidences among or between the Parties hereto shall in any way affect or negate this understanding and agreement, and each Supporting Noteholder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Supporting Noteholder to be joined as an additional party in any proceeding for such purpose. It is hereby expressly acknowledged by each of the Supporting Noteholders, on the one hand, and the Company, on the other, that they are in privity with each other and that no Supporting Noteholder with First Lien Note Secured Claims is in privity with any other Supporting Noteholder with First Lien Note Secured Claims in connection with this Agreement or any of the transactions contemplated hereby and no Supporting Noteholder with Convertible Notes Claims is in privity with any other Supporting Noteholder with Convertible Notes Claims in connection with this Agreement or any of the transactions contemplated hereby. The Deferring Noteholders represent Each Supporting Noteholder represents and warrant warrants that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Noteholders have such Supporting Noteholder has no agreement, arrangement, or understanding with any other Supporting Noteholder with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by any Deferring Supporting Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Supporting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Supporting Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Supporting Noteholder or Deferring Supporting Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case1934, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorsamended.

Appears in 1 contract

Samples: Restructuring Support Agreement (Egalet Corp)

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Consenting Noteholders under this Agreement shall be several, not joint, with respect to each Consenting Noteholder. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity, and it is hereby expressly acknowledged by the CompanyConsenting Noteholders, on the one hand, and the Debtors, on the other, that they are in privity with each other and that no Consenting Noteholder is in privity with any other Consenting Noteholder in connection with this Agreement or any of the transactions contemplated hereby. The Deferring Consenting Noteholders represent and warrant that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities of the CompanyDebtors. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Noteholder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Noteholder to be joined as an additional party in any proceeding for such purpose. Nothing contained in this Agreement, and no action taken by any Deferring Consenting Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Consenting Noteholder or Deferring Consenting Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case1934, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorsamended.

Appears in 1 contract

Samples: Weatherford International PLC

Relationship Among Parties. Notwithstanding anything herein None of the Consenting Stakeholders shall have any fiduciary duty, any duty of trust or confidence in any form, other than as provided under applicable Law, or other duties or responsibilities to each other, any Consenting Stakeholder, any Company Party, or any of the contraryCompany Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Stakeholders, in each case except as expressly set forth in this Agreement. No prior history, pattern or practice of sharing confidence among or between any of the Consenting Stakeholders, and/or the Company Parties shall in any way affect or negate this understanding and agreement. Pursuant to this Agreement, the duties and obligations of the Deferring Noteholders under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as of the date of this Agreement and for so long as this Agreement remains in effect, the Deferring Noteholders Parties have no agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of any of the Company. Nothing contained in Company Parties and pursuant to this Agreement, do not constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. For the avoidance of doubt: (1) each Consenting Stakeholder is entering into this Agreement directly with Centric and not with any other Consenting Stakeholder, (2) no other Consenting Stakeholder shall have any right to bring any action against any other Consenting Stakeholder with respect this Agreement (or any breach thereof) and (3) no Consenting Stakeholder shall, nor shall any action taken by any Deferring Noteholder a Consenting Stakeholder pursuant hereto (includingto this Agreement, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Stakeholder with respect to the meaning of Rule 13d-5 obligations under this Agreement nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Stakeholders are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Stakeholder by Centric and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the Company, convenience of Centric. The decision to commit to enter into the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Restructuring Support Agreement (Centric Brands Inc.)

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Noteholders Parties under this Agreement shall be several, not joint. No Party shall have any responsibility for any such trading by any other entity by virtue of this Agreement. No prior history, with respect to pattern or practice of sharing confidences among or between the CompanyParties shall in any way affect or negate this Agreement. The Deferring Noteholders represent and warrant Parties hereto acknowledge that as of the date of this Agreement and for so long as this Agreement remains in effect, the Deferring Noteholders have no does not constitute an agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, Company Parties and no action taken by any Deferring Noteholder pursuant hereto (including, but the Parties do not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Noteholder or Deferring Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act Act. None of 1934 and/or Argentine Law 26,831the Consenting Noteholders shall have any fiduciary duty, any duty of trust or confidence in any form, or, except as expressly provided herein or under the Definitive Documents, other duties or responsibilities of any kind or form to each caseother, the Company Parties or any of the Company Parties’ other stakeholders, including as amended and/or complementeda result of this Agreement or the Contemplated Transactions. No fiduciaryConsenting Noteholder shall, advisory or agency relationship among the Deferring Noteholdersnor shall any action taken by a Consenting Noteholder pursuant to this Agreement, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended be deemed to be acting in concert or has been created by as any group with any other Consenting Noteholder with respect to the obligations under this Agreement and nor shall this Agreement create a presumption that the Consenting Noteholder are in any way acting as a group. All rights under this Agreement are separately granted to each Party hereto each waives, to the fullest extent permitted Consenting Noteholder by law, any claims that such Party may have against the other Parties hereto, and the use of a single document is for breach the convenience of fiduciary duty the Parties. It is understood and agreed that any Consenting Noteholder may trade in any debt or alleged breach equity securities of fiduciary duty arising solely from the Seller without the consent of the Company Parties, the Buyer or any other Consenting Noteholder, subject to applicable securities laws and the terms of this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditors.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (UpHealth, Inc.)

Relationship Among Parties. Notwithstanding anything herein It is understood and agreed that no Consenting Creditor owes any duty of trust or confidence of any kind or form to any other Party as a result of entering into this Agreement, and there are no commitments among or between the contraryConsenting Creditors, in each case except as expressly set forth in this Agreement. In this regard, it is understood and agreed that any Consenting Creditor may trade in Company Claims/Interests without the duties consent of any other Party, subject to applicable securities laws and obligations the terms of this Agreement, including Section 9; provided, however, that no Consenting Creditor shall have any responsibility for any such trading to any other Person by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this understanding and agreement. No Consenting Creditor shall, nor shall any action taken by a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any “group” (as that term is used in Section 13(d) of the Deferring Noteholders under this Agreement shall be severalSecurities Exchange Act of 1934, not joint, as amended) with any other Consenting Creditor with respect to the Company. The Deferring Noteholders represent and warrant that as of the date of obligations under this Agreement and for so long as nor shall this Agreement remains in effect, the Deferring Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is the Consenting Creditors are in any way acting in concert or as such a member of a “group” with any other Deferring Noteholder or Deferring Noteholders within . The decision to commit to enter into the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and has been made independently by each Party hereto. The Parties acknowledge that all representations, warranties, covenants, and other agreements made by or on behalf of any Consenting Creditor that is a separately managed account of an investment manager signatory hereto each waives, are being made only with respect to the fullest extent permitted assets managed by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim manager on behalf of such PartyConsenting Creditor, including and shall not apply to (or be deemed to be made in relation to) any assets or interests that may be beneficially owned by such Party’s equity holders, employees or creditorsConsenting Creditor that are not held through accounts managed by such manager.

Appears in 1 contract

Samples: Restructuring Support Agreement

Relationship Among Parties. Notwithstanding anything herein It is understood and agreed that any Consenting Noteholder may trade in any debt or equity securities of the Company (or any subsidiary thereof) without the consent of the Company or any other Consenting Noteholder, subject to Section 7 hereof, any applicable agreements to the contrarycontrary (including that (a) certain cooperation agreement dated March 17, 2023 by and among certain of the Consenting Noteholders and (b) those certain side letter agreements, each dated November 9, 2022 (as may have been extended from time to time), by and between the Company, and certain Consenting Noteholders) and applicable securities laws. Nothing contained herein and no action taken by any Consenting Noteholder shall be deemed to constitute the Consenting Noteholders as a partnership, an association, a joint venture, or any other kind of group or entity, or create a presumption that the Consenting Noteholders are in any way acting in concert. The decision of each Consenting Noteholder to enter into this Agreement has been made by each such Consenting Noteholder independently of any other Consenting Noteholder. The Company acknowledges that the Consenting Noteholders are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the duties Consenting Noteholders and the Company acknowledge and agree that the obligations of the Deferring Noteholders under set forth in this Agreement shall be several, not joint, with respect only apply to the Company. The Deferring Noteholders represent and warrant that as trading desk(s) and/or business group(s) of the date Consenting Noteholders that principally manage and/or supervise such Consenting Noteholder’s investment in the Company, and shall not apply to any other trading desk or business group of this Agreement and for such Consenting Noteholder so long as this Agreement remains they are not acting at the direction or for the benefit of such Consenting Noteholder. None of the Consenting Noteholders shall have any fiduciary duty, any duty of trust or confidence in effectany form, or other duties or responsibilities of any kind or form to each other, the Deferring Noteholders Company, or the Company’s creditors or other stakeholders. The Parties have no agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holdingvoting, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by Neither the Consenting Stakeholders nor any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way acting in concert or as a member subset thereof are part of a “group” with (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any other Deferring Noteholder group acting for the purpose of acquiring, holding, or Deferring Noteholders disposing of securities (within the meaning of Rule 13d-5 13d-5(b)(1) under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Act), in with any other Party. All rights under this Agreement are separately granted to each caseParty, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is solely for purposes of convenience. The decision to commit to enter into the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Transaction Support Agreement (Cazoo Group LTD)

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Noteholders Consenting Creditors under this Agreement shall be several, not joint. No Consenting Creditor shall, with respect as a result of its entering into and performing its obligations under this Agreement, be deemed to the Company. The Deferring Noteholders represent and warrant be part of a “group” (as that as term is used in section 13(d) of the date Securities Exchange Act of this Agreement 1934, as amended, and for so long as this Agreement remains the rules and regulations promulgated thereunder) with any of the other Consenting Creditor. It is understood and agreed that no Consenting Creditor has any fiduciary duty, any duty of trust or confidence in effect, the Deferring Noteholders have no agreement, arrangementany kind or form, or understanding any other duties or responsibilities with respect to acting together for any other Consenting Creditor or any other creditor, stakeholder, party in interest or other party, and, except as expressly provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Creditor may trade in the purpose of acquiring, holding, voting Company Claims/Interests or disposing of any other debt or equity securities of the CompanyCompany without the consent of the Company or any other Consenting Creditor, subject to applicable securities laws and Section 11 of this Agreement; provided, however, that no Consenting Creditor shall have any responsibility for any such trading to any other entity by virtue of this Agreement. Nothing contained No prior history, pattern, or practice of sharing confidences among or between the Consenting Creditors shall in any way affect or negate this understanding and agreement. For the avoidance of doubt: (1) each Consenting Creditor is entering into this Agreement directly with the Company and not with any other Consenting Creditor, (2) no other Consenting Creditor shall have any right to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof) and (3) no Consenting Creditor shall, nor shall any action taken by a Consenting Creditor pursuant to this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Creditor with respect to the meaning of Rule 13d-5 obligations under this Agreement nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Creditors are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Creditor by the Company and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the convenience of the Company, . The decision to commit to enter into the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Agreement

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Relationship Among Parties. (a) Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Creditors under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as None of the date Consenting Creditors shall have by virtue of this Agreement and for so long as any fiduciary duty or any other duty of trust or confidence in any form to each other, any Consenting Creditor, any Company Party or affiliate thereof, or any of the Company Party’s or their respective affiliates’ creditors or other stakeholders. None of the Consenting Creditors shall have by virtue of this Agreement remains any duties or responsibilities to each other, any Consenting Creditor, any Company Party or affiliate thereof, or any of the Company Party’s or their respective affiliates’ creditors or other stakeholders, and there are no commitments among or between the Consenting Creditors, except as expressly set forth in effectthis Agreement. It is understood and agreed that any Consenting Creditor may trade in any debt or equity Securities of any Company Parties without the consent of the Company Parties or any Consenting Creditor, subject to Section 10 and applicable securities Laws. No prior history, pattern or practice of sharing confidence among or between any of the Deferring Noteholders have no Consenting Creditors, and/or the Company Parties shall in any way affect or negate this understanding and agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities Securities of any of the CompanyCompany Parties and shall not be deemed, as a result of its entering into and performing its obligations under this Agreement, to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained For the avoidance of doubt: (1) each Consenting Creditor is entering into this Agreement directly with the Company Parties and not with any other Consenting Creditor, (2) no other Consenting Creditor shall have any right to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof), other than in accordance with this Agreement, and (3) no Consenting Creditor shall, nor shall any action taken by any Deferring Noteholder a Consenting Creditor pursuant hereto (includingto this Agreement, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Creditor with respect to the meaning of Rule 13d-5 obligations under this Agreement, nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Creditors are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Creditor by the Company Parties and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the Company, convenience of the Deferring Noteholders or Parties. Each Party’s decision to commit to enter into the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement has been made independently and each is based upon its own business judgment with the understanding that no Company Party hereto each waives, has made any representations or warranties as to the fullest extent permitted by lawsuccess of the Restructuring Transactions or, any claims that such Party may have against ultimately, the other Parties for breach Confirmation of fiduciary duty the Plan (or alleged breach of fiduciary duty arising solely from this Agreementthe Non-TopCo Plan, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorsas applicable).

Appears in 1 contract

Samples: Management Incentive Plan (Intelsat S.A.)

Relationship Among Parties. Notwithstanding anything herein It is understood and agreed that no Consenting Lender owes any duty of trust or confidence of any kind or form to any other Party as a result of entering into this Agreement, and there are no commitments among or between the contraryConsenting Lenders, in each case except as expressly set forth in this Agreement. In this regard, it is understood and agreed that any Consenting Lender may trade in Company Claims/Interests without the duties consent of any other Party, subject to applicable securities laws and obligations the terms of this Agreement, including Section 8; provided, however, that no Consenting Lender shall have any responsibility for any such trading to any other Person by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Deferring Noteholders under Parties shall in any way affect or negate this Agreement understanding and agreement. No Consenting Lender shall, nor shall any action taken by a Consenting Lender pursuant to this Agreement, be several, not joint, deemed to be acting in concert or as any group with any other Consenting Lender with respect to the Company. The Deferring Noteholders represent and warrant that as of the date of obligations under this Agreement and for so long as nor shall this Agreement remains in effect, the Deferring Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company. Nothing contained in this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is the Consenting Lenders are in any way acting in concert or as a member of a “group” with any other Deferring Noteholder or Deferring Noteholders within . The decision to commit to enter into the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and has been made independently by each Party hereto. The Parties acknowledge that all representations, warranties, covenants, and other agreements made by or on behalf of any Consenting Lender that is (i) a separately managed account of an investment manager signatory hereto each waives, (the “Manager”) or (ii) a trading desk or business group of a broker-dealer (as further set forth in the signature page hereto) (the “Designated Group”) are being made only with respect to the fullest extent permitted assets managed by law, any claims that such Party may have against the other Parties for breach of fiduciary duty Manager or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim Designated Group on behalf of such PartyConsenting Lender, including and shall not apply to (or be deemed to be made in relation to) any assets or interest that (a) may be beneficially owned by such Party’s equity holdersConsenting Lender that are not held through accounts managed by such Manager or (b) are held by any other affiliate, employees trading desk or creditorsbusiness group other than the Designated Group.

Appears in 1 contract

Samples: Restructuring Support Agreement (Pennsylvania Real Estate Investment Trust)

Relationship Among Parties. Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Stakeholders under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as None of the date Consenting Stakeholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any Consenting Stakeholder, any Company Party, or any of the Company Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Stakeholders, in each case except as expressly set forth in this Agreement. It is understood and agreed that any Consenting Stakeholder may trade in any debt or equity securities of any Company Parties without the consent of the Company or any Consenting Stakeholder, subject to Section 8 of this Agreement and for so long as applicable securities laws. No prior history, pattern or practice of sharing confidence among or between any of the Consenting Stakeholders, and/or the Company Parties shall in any way affect or negate this Agreement remains in effect, the Deferring Noteholders understanding and agreement. The Parties have no agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of any of the CompanyCompany Parties and do not constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained in For the avoidance of doubt: (1) each Consenting Stakeholder is entering into this Agreement directly with the Company and not with any other Consenting Stakeholder, (2) no other Consenting Stakeholder shall have any right to bring any action against any other Consenting Stakeholder with respect this Agreement (or any breach thereof) and (3) no Consenting Stakeholder shall, nor shall any action taken by a Consenting Stakeholder pursuant to this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Stakeholder with respect to the meaning of Rule 13d-5 obligations under this Agreement nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Stakeholders are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Stakeholder by the Company and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the convenience of the Company, . The decision to commit to enter into the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Backstop Commitment Agreement (Parker Drilling Co /De/)

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Consenting Noteholders under this Agreement shall be several, not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity, and it is hereby expressly acknowledged by the Consenting Noteholders, on the one hand, and the Stone Parties, on the other hand, that they are in privity with respect to each other and that no Consenting Noteholder is in privity with any other Consenting Noteholder in connection with this Agreement or any of the Companytransactions contemplated hereby. The Deferring Consenting Noteholders represent and warrant that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities of the CompanyStone Parties. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Noteholder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Noteholder to be joined as an additional party in any proceeding for such purpose. Nothing contained in this Agreement, and no action taken by any Deferring Consenting Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Consenting Noteholder or Deferring Consenting Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case1934, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorsamended.

Appears in 1 contract

Samples: Stone Energy Corp

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Consenting Noteholders and the Consenting Banks under this Agreement shall be several, not joint, with respect to each Consenting Noteholder and each Consenting Bank. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity, and it is hereby expressly acknowledged by the CompanyConsenting Noteholders and the Consenting Banks, on the one hand, and the Stone Parties, on the other, that they are in privity with each other and that no Consenting Noteholder is in privity with any other Consenting Noteholder or any Consenting Bank, and no Consenting Bank is in privity with any other Consenting Bank or any Consenting Noteholder, in connection with this Agreement or any of the transactions contemplated hereby. The Deferring Consenting Noteholders represent and warrant that as of the date of this Agreement hereof and for so long as this Agreement remains in effect, the Deferring Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities of the CompanyStone Parties. The Consenting Banks represent and warrant that as of the date hereof and for so long as this Agreement remains in effect, the Consenting Banks have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Stone Parties. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Noteholder and each Consenting Bank shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Noteholder or any Consenting Bank to be joined as an additional party in any proceeding for such purpose. Nothing contained in this Agreement, and no action taken by any Deferring Consenting Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended to constitute the Deferring Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Deferring Consenting Noteholder or Deferring Consenting Noteholders within the meaning of Rule 13d-5 under the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831, in each case1934, as amended and/or complementedamended. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between the Company, the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from Nothing contained in this Agreement, and agree no action taken by any Consenting Bank pursuant hereto is intended to constitute the Consenting Banks as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that each Party hereto will have no liability (whether direct any Consenting Bank is in any way acting in concert or indirect) to each as a member of a “group” with any other in respect Consenting Bank or Consenting Banks within the meaning of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf Rule 13d-5 under the Securities Exchange Act of such Party1934, including such Party’s equity holders, employees or creditors.as amended

Appears in 1 contract

Samples: Stone Energy Corp

Relationship Among Parties. Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Creditors under this Agreement shall be several, not joint, with respect to the Company. The Deferring Noteholders represent and warrant that as None of the date Consenting Creditors shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any Consenting Creditor, any Company Party, or any of the Company Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Creditors, in each case except as expressly set forth in this Agreement. It is understood and agreed that any Consenting Creditor may trade in any debt or equity securities, or any other financial instruments, of any entity, including the Company Parties without the consent of the Company or any Consenting Creditor, subject to Section 6 of this Agreement (to the extent applicable), any applicable Confidentiality Agreement and for so long as applicable Law. No prior history, pattern or practice of sharing confidence among or between any of the Consenting Creditors, and/or the Company Parties shall in any way affect or negate this Agreement remains in effect, the Deferring Noteholders understanding and agreement. The Parties have no agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of any of the CompanyCompany Parties and do not constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained in For the avoidance of doubt: (a) each Consenting Creditor is entering into this Agreement directly with the Company and not with any other Consenting Creditor; (b) no other Consenting Creditor shall have any right to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof); and (c) no Consenting Creditor shall, nor shall any action taken by a Consenting Creditor pursuant to this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Creditor with respect to the meaning of Rule 13d-5 obligations under this Agreement nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Creditors are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Creditor by the Company and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the convenience of the Company, . The decision to commit to enter into the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created Transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Transaction Support Agreement (EchoStar CORP)

Relationship Among Parties. (a) Notwithstanding anything herein to the contrarycontrary herein, the duties and obligations of the Deferring Noteholders Consenting Stakeholders under this Agreement shall be several, not joint, with respect to the Companyand neither joint nor joint and several. The Deferring Noteholders represent and warrant that as None of the date Consenting Stakeholders shall have by virtue of this Agreement and for so long as any fiduciary duty or any other duty of trust or confidence in any form to each other, any Consenting Stakeholder, any Company Party or affiliate thereof, or any of the Company Parties’ or their respective affiliates’ creditors or other stakeholders. None of the Consenting Stakeholders shall have by virtue of this Agreement remains any duties or responsibilities to each other, any Consenting Stakeholder, any Company Party or affiliate thereof, or any of the Company Parties’ or their respective affiliates’ creditors or other stakeholders, and there are no commitments among or between the Consenting Stakeholders, except as expressly set forth in effectthis Agreement. It is understood and agreed that any Consenting Stakeholder may trade in any debt or equity Securities of any Company Parties without the consent of the Company Parties or any other Consenting Stakeholder, subject to applicable securities Laws, the Deferring Noteholders have no terms of this Agreement, and the terms of the Definitive Documents. No prior history, pattern or practice of sharing confidences among or between any of the Consenting Stakeholders, and/or the Company Parties shall in any way affect or negate this understanding and agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting voting, or disposing of any equity securities Securities of any of the CompanyCompany Parties and shall not be deemed, as a result of its entering into and performing its obligations under this Agreement, to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. Nothing contained For the avoidance of doubt: (1) each Consenting Stakeholder is entering into this Agreement directly with the Company Parties and not with any other Consenting Stakeholder, (2) no other Consenting Stakeholder shall have any right to bring any action against any other Consenting Stakeholder with respect this Agreement (or any breach thereof), other than in accordance with this Agreement, and (3) no Consenting Stakeholder shall, nor shall any action taken by any Deferring Noteholder a Consenting Stakeholder pursuant hereto (includingto this Agreement, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Stakeholder with respect to the meaning of Rule 13d-5 obligations under this Agreement, nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Stakeholders are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Stakeholder by the Company Parties and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the Company, convenience of the Deferring Noteholders or Parties. Each Party’s decision to commit to enter into the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement has been made independently and each is based upon its own business judgment with the understanding that no Company Party hereto each waives, has made any representations or warranties as to the fullest extent permitted by lawsuccess of the Restructuring Transactions or, any claims that such Party may have against ultimately, the other Parties for breach Confirmation of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorsthe Prepackaged Plan.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Akumin Inc.)

Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Deferring Noteholders Consenting Creditors under this Agreement shall be several, not joint. No Consenting Creditor shall, with respect as a result of its entering into and performing its obligations under this Agreement, be deemed to the Company. The Deferring Noteholders represent and warrant be part of a “group” (as that as term is used in section 13(d) of the date Securities Exchange Act of this Agreement 1934, as amended, and for so long as this Agreement remains the rules and regulations promulgated thereunder) with any of the other Consenting Creditor. It is understood and agreed that no Consenting Creditor has any fiduciary duty, any duty of trust or confidence in effect, the Deferring Noteholders have no agreement, arrangementany kind or form, or understanding any other duties or responsibilities with respect to acting together for any other Consenting Creditor or any other creditor, stakeholder, party in interest or other party, and, except as expressly provided in this Agreement, ​ ​ there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Creditor may trade in the purpose of acquiring, holding, voting Company Claims/Interests or disposing of any other debt or equity securities of the CompanyCompany without the consent of the Company or any other Consenting Creditor, subject to applicable securities laws and Section 11 of this Agreement; provided, however, that no Consenting Creditor shall have any responsibility for any such trading to any other entity by virtue of this Agreement. Nothing contained No prior history, pattern, or practice of sharing confidences among or between the Consenting Creditors shall in any way affect or negate this understanding and agreement. For the avoidance of doubt: (1) each Consenting Creditor is entering into this Agreement directly with the Company and not with any other Consenting Creditor, (2) no other Consenting Creditor shall have any right to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof) and (3) no Consenting Creditor shall, nor shall any action taken by a Consenting Creditor pursuant to this Agreement, and no action taken by any Deferring Noteholder pursuant hereto (including, but not limited to, the formation and participation in the Ad-Hoc Committee) is intended be deemed to constitute the Deferring Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Deferring Noteholder is in any way be acting in concert or as a member of a “group” any group with any other Deferring Noteholder or Deferring Noteholders within Consenting Creditor with respect to the meaning of Rule 13d-5 obligations under this Agreement nor shall this Agreement create a presumption that the U.S. Securities Exchange Act of 1934 and/or Argentine Law 26,831Consenting Creditors are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Creditor by the Company and vice versa, in each case, as amended and/or complemented. No fiduciary, advisory or agency relationship among the Deferring Noteholders, between the Deferring Noteholders and the Ad-Hoc Committee, or between use of a single document is for the convenience of the Company, . The decision to commit to enter into the Deferring Noteholders or the Ad-Hoc Committee is intended to be or has been created transactions contemplated by this Agreement and each Party hereto each waives, to the fullest extent permitted by law, any claims that such Party may have against the other Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising solely from this Agreement, and agree that each Party hereto will have no liability (whether direct or indirect) to each other in respect of such fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of such Party, including such Party’s equity holders, employees or creditorshas been made independently.

Appears in 1 contract

Samples: Agreement (Pacific Drilling S.A.)

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