Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Creditors shall have by virtue of this Agreement 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 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 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 other Consenting Creditor, subject to applicable securities Laws, the 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, or disposing of any Securities of any of the Company 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. 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan. (b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreement.
Appears in 1 contract
Relationship Among Parties. Notwithstanding anything herein to the contrary:
(a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors Noteholders under this Agreement shall be several, and neither joint nor not joint and several. None of the Consenting Creditors Noteholders shall have by virtue of this Agreement any fiduciary duty or duty, any other duty of trust or confidence in any form to each other, any Consenting Creditor, any Company Party or affiliate thereofform, 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 any duties or responsibilities to each other, any Consenting Creditorother Noteholder, any Company Party or affiliate thereofRBL Lender, the Debtors, or any of the Company Parties’ or their respective affiliatesDebtors’ creditors or other stakeholders, and there are no commitments among or between the Consenting Creditors, except as expressly set forth in this AgreementNoteholders. It is understood and agreed that any Consenting Creditor Noteholder may trade in any debt or equity Securities securities of any Company Parties the Debtors without the consent of the Company Parties Debtors or any other Consenting CreditorNoteholder, subject to applicable securities Laws, the terms laws and Sections 15 and 16 of this Agreement, and the terms . No Party shall have any responsibility by virtue of the Definitive Documentsthis Agreement for any trading by any other entity. No prior history, pattern 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, or disposing of any Securities of any of the Company 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. 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan.; and
(b) The Company Parties understand that the duties and obligations of the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in RBL Lenders under this Agreement shall only apply to the trading desk(s) and/or business group(s) be several, not joint and several. None of the Consenting Creditors that principally manage and/or supervise RBL Lenders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, any other RBL Lender, any Noteholder, the Debtors, or any of the Debtors’ creditors or other stakeholders, and there are no commitments among or between the Consenting Creditor’s investment RBL Lenders. It is understood and agreed that any Consenting RBL Lender may trade in any debt or equity securities of the Company Parties, and shall not apply to Debtors without the consent of the Debtors or any other Consenting RBL Lender, subject to applicable securities laws and Sections 15 and 16 of this Agreement. No Party shall have any responsibility by virtue of this Agreement for any trading desk by any other entity. No prior history, pattern, or business group practice of sharing confidences among or between the Consenting Creditor so long as they are not acting at the direction Parties shall in any way affect or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality negate this Agreement.
Appears in 1 contract
Samples: Restructuring Support Agreement (EV Energy Partners, LP)
Relationship Among Parties. (a) Notwithstanding anything herein to the contrary hereincontrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and severalnot joint. None of the Consenting Creditors shall have by virtue of this Agreement 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 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 this Agreement. It is understood and agreed that any No 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 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, or disposing of any Securities of any of the Company Parties and shall not be deemedshall, as a result of its entering into and performing its obligations under this Agreement, be deemed to constitute be part of a “group” within the meaning of Section 13(d)(3(as that term is used in section 13(d) of the Securities Exchange Act or Rule 13d-5 of 1934, as amended, and 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 any kind or form, or any other duties or responsibilities with 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 Company Claims/Interests or other debt or equity securities of the Company 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. 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 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, Agreement nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the PartiesCompany. Each Party’s The decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Planindependently.
(b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreement.
Appears in 1 contract
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties It is understood and obligations of the agreed that no Consenting Creditors under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Creditors shall have by virtue of this Agreement Noteholder has any fiduciary duty or any other duty of trust or confidence in any form to each otherwith any other Consenting Noteholder, any Consenting Creditorand, any Company Party or affiliate thereofexcept as provided in this Agreement, 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 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 Creditorsthem. In this regard, except as expressly set forth in this Agreement. It it is understood and agreed that any Consenting Creditor Noteholder may trade in any the Notes or other debt or equity Securities securities of any Company Parties the Debtors without the consent of the Company Parties Debtors or any other Consenting CreditorNoteholder, subject to applicable securities Laws, laws and the terms of this Agreement; provided, and the terms however, that no Consenting Noteholder shall have any responsibility for any such trading by any other entity by virtue of the Definitive Documentsthis Agreement. No prior history, pattern pattern, or practice of sharing confidences among or between any of the Consenting Creditors, and/or the Company Parties Noteholders 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, or disposing of any Securities of any of the Company 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. 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan.
(b) The Company Parties understand Except as otherwise provided herein, this Agreement applies only to each Consenting Noteholder’s Claims and to each Consenting Noteholder solely with respect to its legal and/or beneficial ownership of, or its investment and voting discretion over its Claims (and not, for greater certainty, to any other types or classes of securities, loans or obligations that the may be held, acquired or sold by such Consenting Creditors Noteholder or any client of such Consenting Noteholder whose funds or accounts are engaged in managed by such Consenting Noteholder or managed by a wide range of financial services and businesses, different investment advisor) and, in furtherance without limiting the generality of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to to:
(i) any securities, loans or other trading desk obligations (including Notes) that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any group or business group unit within or affiliate of the a Consenting Creditor so long as they are Noteholder
(A) that has not been involved in and is not acting at the direction of or for with knowledge of the benefit Debtors’ affairs provided by any person involved in the Transactions discussions or (B) is on the other side of an information firewall with respect to the officers, partners and employees of such Consenting Creditor Noteholder who have been working on the Transactions and so long as confidentiality is maintained consistent not acting at the direction of or with knowledge of the Debtors’ affairs provided by any applicable Confidentiality Agreementofficers, partners and employees of such Consenting Noteholder who have been working on the Transactions; and
(ii) any securities, loans or other obligations that may be beneficially owned by clients of a Consenting Noteholder, including accounts or funds managed by the Consenting Noteholder, that are not Notes, Common Shares or Claims.
(c) Subject to Section 8.9(b), nothing in this Agreement is intended to preclude any of the Consenting Noteholders from engaging in any securities transactions, subject to the agreements set forth in Section 3.3 hereof with respect to Consenting Noteholders’ Notes, Common Shares and Claims.
Appears in 1 contract
Samples: Restructuring and Support Agreement
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and severalnot joint. None of the Consenting Creditors shall have by virtue of this Agreement any fiduciary duty or duty, any other duty of trust or confidence in any form to each other, any Consenting Creditor, any Company Party or affiliate thereofform, 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 any duties or responsibilities to each other, any Consenting Creditor, any Company Party or affiliate thereofParty, or any of the Company Parties’ or their Party’s respective affiliates’ 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 securities, or any other financial instruments, of any entity, including the Company Parties without the consent of the Company Parties or any other Consenting Creditor, subject to applicable securities Laws, the terms Section 6 of this AgreementAgreement (to the extent applicable), any applicable Confidentiality Agreement and the terms of the Definitive Documentsapplicable Law. No prior history, pattern or practice of sharing confidences 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 does not constitute an have no agreement, arrangement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting, voting or disposing of any Securities equity securities of any of the Company Parties and shall do 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. For the avoidance of doubt: (1a) each Consenting Creditor is entering into this Agreement directly with the Company Parties and not with any other Consenting Creditor, ; (2b) 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 (3c) 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 with any other Consenting Creditor with respect to the obligations under this Agreement, Agreement nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the PartiesCompany. Each Party’s The decision to commit to enter into the transactions Transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Planindependently.
(b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreement.
Appears in 1 contract
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Creditors shall have by virtue of this Agreement 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 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 this Agreement. It is understood and agreed that any Consenting Creditor Noteholder may trade in any debt or equity Securities securities of the Company (or any Company Parties subsidiary thereof) without the consent of the Company Parties or any other Consenting CreditorNoteholder, subject to Section 7 hereof, any applicable securities Lawsagreements to the contrary (including that (a) certain cooperation agreement dated March 17, the terms of this Agreement, 2023 by and the terms of the Definitive Documents. No prior history, pattern or practice of sharing confidences among or between any certain of the Consenting CreditorsNoteholders and (b) those certain side letter agreements, 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 agreementeach dated November 9, arrangement, or understanding with respect 2022 (as may have been extended from time to acting together for the purpose of acquiring, holding, voting, or disposing of any Securities of any of the Company 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. 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 thereoftime), other than in accordance with this Agreementby and between the Company, and (3certain Consenting Noteholders) and applicable securities laws. Nothing contained herein and no Consenting Creditor shall, nor shall any action taken by a any Consenting Creditor pursuant to this Agreement, Noteholder shall be deemed to be acting in concert constitute the Consenting Noteholders as a partnership, an association, a joint venture, or as any group with any other Consenting Creditor with respect to the obligations under this Agreementkind of group or entity, nor shall this Agreement or create a presumption that the Consenting Creditors Noteholders are in any way acting as a groupin concert. All rights under this Agreement are separately granted to The decision of each Consenting Creditor by the Company Parties and vice versa, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit Noteholder to enter into the transactions contemplated by this Agreement has been made by each such Consenting Noteholder independently and is based upon its own business judgment with the understanding that no Company Party has made of any representations or warranties as to the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan.
(b) other Consenting Noteholder. The Company Parties understand acknowledges that the Consenting Creditors Noteholders are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Consenting Noteholders and the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors Noteholders that principally manage and/or supervise the such Consenting CreditorNoteholder’s investment in the Company PartiesCompany, and shall not apply to any other trading desk or business group of the such Consenting Creditor Noteholder so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent Noteholder. None of the Consenting Noteholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities of any kind or form to each other, the Company, or the Company’s creditors or other stakeholders. The Parties have no agreement, arrangement or understanding with respect to acting together for the purpose of acquiring, voting, or disposing of any securities of the Company. Neither the Consenting Stakeholders nor any subset thereof are part of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding, or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), with any applicable Confidentiality Agreementother Party. All rights under this Agreement are separately granted to each Party, and the use of a single document is solely for purposes of convenience. The decision to commit to enter into the transactions contemplated by this Agreement has been made independently.
Appears in 1 contract
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties It is understood and obligations of the agreed that no Consenting Creditors under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Creditors shall have by virtue of this Agreement Noteholder has any fiduciary duty or any other duty of trust or confidence in any form to each otherwith any other Consenting Noteholder, any Consenting Creditorand, any Company Party or affiliate thereofexcept as provided in this Agreement, 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 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 Creditorsthem. In this regard, except as expressly set forth in this Agreement. It it is understood and agreed that any Consenting Creditor Noteholder may trade in any the Notes or other debt or equity Securities securities of any Company Parties the Debtors without the consent of the Company Parties Debtors or any other Consenting CreditorNoteholder, subject to applicable securities Laws, laws and the terms of this Agreement; provided, and the terms however, that no Consenting Noteholder shall have any responsibility for any such trading by any other entity by virtue of the Definitive Documentsthis Agreement. No prior history, pattern pattern, or practice of sharing confidences among or between any of the Consenting Creditors, and/or the Company Parties Noteholders 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, or disposing of any Securities of any of the Company 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. 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan.
(b) The Company Parties understand Except as otherwise provided herein, this Agreement applies only to each Consenting Noteholder’s Claims and to each Consenting Noteholder solely with respect to its legal and/or beneficial ownership of, or its investment and voting discretion over its Claims (and not, for greater certainty, to any other types or classes of securities, loans or obligations that the may be held, acquired or sold by such Consenting Creditors Noteholder or any client of such Consenting Noteholder whose funds or accounts are engaged in managed by such Consenting Noteholder or managed by a wide range of financial services and businesses, different investment advisor) and, in furtherance without limiting the generality of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to to:
(i) any securities, loans or other trading desk obligations (including Notes) that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any group or business group unit within or affiliate of the a Consenting Creditor so long as they are Noteholder (A) that has not been involved in and is not acting at the direction of or for with knowledge of the benefit Debtors’ affairs provided by any person involved in the Transactions discussions or (B) is on the other side of an information firewall with respect to the officers, partners and employees of such Consenting Creditor Noteholder who have been working on the Transactions and so long as confidentiality is maintained consistent not acting at the direction of or with knowledge of the Debtors’ affairs provided by any applicable Confidentiality Agreementofficers, partners and employees of such Consenting Noteholder who have been working on the Transactions; and
(ii) any securities, loans or other obligations that may be beneficially owned by clients of a Consenting Noteholder, including accounts or funds managed by the Consenting Noteholder, that are not Notes, Common Shares or Claims.
(c) Subject to Section 8.9(b), nothing in this Agreement is intended to preclude any of the Consenting Noteholders from engaging in any securities transactions, subject to the agreements set forth in Section 3.3 hereof with respect to Consenting Noteholders’ Notes, Common Shares and Claims.
Appears in 1 contract
Samples: Restructuring and Support Agreement (Catalyst Paper Corp)
Relationship Among Parties. (a) Notwithstanding anything herein to the contrary hereincontrary, the duties and obligations of the Consenting Creditors Restructuring Support Parties under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Creditors shall have by virtue of this Agreement 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 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 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 other Consenting Creditor, subject to applicable securities Laws, the terms of this Agreement, and the terms of the Definitive Documentsnot joint. 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, or disposing of any Securities of any of the Company Parties and shall not be deemedRestructuring Support Party shall, as a result of its entering into and performing its obligations under this Agreement, be deemed to constitute be part of a “group” within the meaning of Section 13(d)(3(as that term is used in section 13(d) of the Securities Exchange Act or Rule 13d-5 of 1934, as amended, and the rules and regulations promulgated thereunder) with any of the other Restructuring Support Parties. For the avoidance It is understood and agreed that no Consenting Second Lien Creditor has any duty of doubt: (1) each Consenting Creditor is entering into this Agreement directly with the Company Parties and not trust or confidence in any kind or form with any other Consenting Second Lien Creditor, (2) 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 Second Lien Creditor may trade in the Claims or other debt or equity securities of the Company without the consent of the Company or any other Consenting Second Lien Creditor, subject to applicable securities laws, the terms of this Agreement, and the terms of the First Lien Bank Documents, the First Lien Indentures, the Second Lien Indentures and the Unsecured Indentures; provided, however, that no Consenting Second Lien Creditor shall have any right responsibility for any such trading to bring any action against any other Consenting Creditor with respect this Agreement (or any breach thereof), other than in accordance with entity by virtue of this Agreement. No prior history, and (3) no Consenting Creditor shallpattern, nor shall any action taken by a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that practice of sharing confidences among or between the Consenting Second Lien Creditors are shall in any way acting as a group. All rights under affect or negate this Agreement are separately granted to each Consenting Creditor by the Company Parties understanding and vice versa, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Planagreement.
(b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreement.
Appears in 1 contract
Samples: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Relationship Among Parties. (a) Notwithstanding anything herein to the contrary hereincontrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and severalnot joint. None of the Consenting Creditors shall have by virtue of this Agreement 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 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 this Agreement. It is understood and agreed that any No 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 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, or disposing of any Securities of any of the Company Parties and shall not be deemedshall, as a result of its entering into and performing its obligations under this Agreement, be deemed to constitute be part of a “group” within the meaning of Section 13(d)(3(as that term is used in section 13(d) of the Securities Exchange Act or Rule 13d-5 of 1934, as amended, and 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 any kind or form, or any other duties or responsibilities with 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 Company Claims/Interests or other debt or equity securities of the Company 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. 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 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, Agreement nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the PartiesCompany. Each Party’s The decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Planindependently.
(b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreement.
Appears in 1 contract
Samples: Restructuring Support Agreement
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and severalnot joint. None of the Consenting Creditors shall have by virtue of this Agreement 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’ Party’s or their respective affiliates’ creditors or other stakeholders. None of the Consenting Creditors shall have by virtue of this Agreement any duties or responsibilities to each other, any Consenting Creditor, any Company Party or affiliate thereof, or any of the Company Parties’ 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 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 other Consenting Creditor, subject to Section 10 and applicable securities Laws, the terms of this Agreement, and the terms of the Definitive Documents. No prior history, pattern or practice of sharing confidences 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 does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any Securities of any of the Company 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. 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan (or the Non-TopCo Plan, as applicable).
(b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreementconfidentiality agreement.
Appears in 1 contract
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Creditors Noteholders shall have by virtue of this Agreement any fiduciary duty or duty, any other duty of trust or confidence in any form to each other, any Consenting Creditor, any Company Party or affiliate thereofform, 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 any duties or responsibilities to each other, any Consenting Creditor, any Company Party the HCR Entities or affiliate thereoftheir affiliates, or any of the Company PartiesHCR Entities’ or their respective affiliates’ creditors or other stakeholders, and including any holders of Senior Notes Claims, and, other than as expressly set forth in this Agreement, there are no commitments among or between the Consenting Creditors, except as expressly set forth in this AgreementNoteholders. It is understood and agreed that any Consenting Creditor Noteholder may trade in any debt or equity Securities securities of any Company Parties the HCR Entities without the consent of the Company Parties HCR Entities or any other Consenting CreditorNoteholder, subject to applicable securities Laws, the terms laws and Sections 13 and 14 of this Agreement, and the terms of the Definitive Documents. No prior history, pattern pattern, or practice of sharing confidences among or between any of the Consenting Creditors, and/or Noteholders or the Company Parties HCR Entities shall in any way affect or negate this understanding and agreement.
(b) The obligations of each Consenting Noteholder are several and not joint with the obligations of any other Consenting Noteholder. 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 Parties acknowledge that decision of each Consenting Noteholder to enter into this Agreement does has been made by each such Consenting Noteholder independently of any other Consenting Noteholder.
(c) The Consenting Noteholders are not constitute an agreementpart of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, arrangementas amended or any successor provision), or understanding with respect to including any group acting together for the purpose of acquiring, holding, voting, or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended), with any Securities other Party. For the avoidance of doubt, neither the existence of this Agreement, nor any action that may be taken by a Consenting Noteholder pursuant to this Agreement, shall be deemed to constitute or to create a presumption by any of the Company Parties and shall not be deemed, that the Consenting Stakeholders are in any way acting in concert or as a result of its entering into and performing its obligations under this Agreement, to constitute such 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 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 thereof13d-5(b)(1), other than in accordance with this Agreement, and (3) 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 with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan.
(bd) The Company Parties HCR Entities understand that the Consenting Creditors Noteholders are engaged in a wide range of financial services and businesses, and, and in furtherance of the foregoing, the Company Parties HCR Entities acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or or business group(s) of the Consenting Creditors Noteholders that principally manage and/or or supervise the such Consenting CreditorNoteholder’s investment in the Company PartiesHCR Entities, and shall not apply to any other trading desk or business group of the Consenting Creditor Noteholder so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality AgreementNoteholder.
Appears in 1 contract
Relationship Among Parties. (a) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and neither joint nor joint and severalnot joint. None of the Consenting Creditors shall have by virtue of this Agreement any fiduciary duty or duty, any other duty of trust or confidence in any form to each other, any Consenting Creditor, any Company Party or affiliate thereofform, 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 any duties or responsibilities to each other, any Consenting Creditor, any Company Party or affiliate thereofParty, or any of the Company Parties’ or their Party’s respective affiliates’ 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 other Consenting Creditor, subject to Section 10 of this Agreement and applicable securities Laws, the terms of this Agreement, and the terms of the Definitive Documents. No prior history, pattern or practice of sharing confidences 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 does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any Securities of any of the Company 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. 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 a Consenting Creditor pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Creditor with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting 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, and the use of a single document is for the convenience of the Parties. Each Party’s The decision to commit to enter into the transactions contemplated by this Agreement 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 the success of the Restructuring Transactions or, ultimately, the Confirmation of the Prepackaged Plan.
(b) The Company Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Creditors that principally manage and/or supervise the Consenting Creditor’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor and so long as confidentiality is maintained consistent with any applicable Confidentiality Agreement.
Appears in 1 contract
