Releases and Exculpation. The Plan shall contain customary releases and exculpations, which, for the avoidance of doubt, shall be supported by the Secured AHG pursuant to the RSA to which this term sheet will be appended. Fiduciary Out. The RSA shall contain a customary “fiduciary out” that each Debtor (and the Board thereof, including any special committee thereof) may exercise. 1 Definitive documentation to include agreed formula for aggregate proceeds calculation. Exhibit A Priority Assets of the Type Constituting both DIP Shared Collateral and ABL Priority Collateral, and Proceeds of Avoidance Actions with Respect to such Assets Assets of the Type Constituting both DIP Shared Collateral and Split-Lien Priority Collateral and Proceeds of Avoidance Actions with Respect to such Assets DIP Term Loan Exclusive Collateral 1st Priority Carve Out Carve Out Carve Out 2nd Priority Permitted Prior Liens Permitted Prior Liens Permitted Prior Liens 3rd Priority DIP ABL Liens DIP Term Loan Liens Notes Adequate Protection Liens DIP Term Loan Liens 4th Priority Prepetition ABL Adequate Protection Liens Notes Liens Notes Adequate Protection Liens 5th Priority Prepetition ABL Liens DIP ABL Liens DIP Term Loan Liens Prepetition ABL Adequate Protection Liens 6th Priority Notes Adequate Protection Liens Prepetition ABL Adequate Protection Liens 7th Priority Notes Liens Prepetition ABL Liens
Releases and Exculpation. To the fullest extent permitted by applicable law, the Plan shall provide for comprehensive mutual release and exculpation provisions from and for the benefit of each of the following (in their respective capacities as such): the Debtors, the Consenting Second Lien Note Holders, the Consenting Senior Note Holders, the Consenting RBL Lenders, the RBL Agent, the Backstop Parties, the 2L Investors, Delaware Trust Company, as trustee for the Second Lien Notes, UMB Bank, National Association as trustee for the 2020 Notes, and Wilmington Trust, National Association, as trustee for the 2019 Notes, and all individuals or entities serving, or who have served as a manager, director, managing member, officer, partner, shareholder (other than with respect to an equity holder of a Debtor), or employee of any of the foregoing, and the attorneys and other advisors to each of the foregoing.
Releases and Exculpation. The Plan shall provide for customary Debtor and third party releases in favor of the Debtors, Administrative Agent, the First Lien Lenders, the DIP Lenders, the Indenture Trustee, the Consenting Noteholders and their respective professionals and related parties, in each case, in form and substance reasonably satisfactory to the Debtors, Administrative Agent, the Consenting Lenders and the Consenting Noteholders. The Plan shall also include customary exculpation provisions for the estate fiduciaries. Discharge The Plan shall provide for the full and complete discharge of all prepetition obligations. Injunction Ordinary and customary injunction. 4 Any successful bidder for the Purchased Assets under Path 1 shall have the right to determine which executory contracts and unexpired leases shall be assumed or rejected by the Debtors.
Releases and Exculpation. Released Parties “
Releases and Exculpation. To the fullest extent permitted by applicable law, the Plan shall provide for comprehensive mutual release and exculpation provisions from and for the benefit of each of the following (in their respective capacities as such): the Debtors, the Consenting Second Lien Note Holders, the Consenting Senior Note Holders, the Backstop Parties, the 2L Investors, Delaware Trust Company, as trustee for the Second Lien Notes, UMB Bank, National Association as trustee for the 2020 Notes, and Wilmington Savings Fund Society, FSB as trustee for the 2019 Notes, and all individuals or entities serving, or who have served as a manager, director, managing member, officer, partner, shareholder (other than with respect to an equity holder of a Debtor), or employee of any of the foregoing, and the attorneys and other advisors to each of the foregoing.
Releases and Exculpation. (a) Releases. The Plan and the New UPC Dutch Exchange Offer will contain provisions addressing releases, in each case substantially as follows: "Effective the Confirmation Date, but subject to the occurrence of the Effective Date, UGC, UGC Holdings, UPC, New UPC, each Participating Noteholder, each holder of UPC Notes, and each of the foregoing's respective current or former officers, directors, Subsidiaries, Affiliates, members, managers, shareholders, partners, representatives, employees, attorneys, financial advisors and agents, or any of their respective successors and assigns, and their respective property, shall be released from any and all claims, obligations, rights, causes of action, choses in action, demands, suits, proceedings and liabilities which UPC or any holder of a claim against, or interest in, UPC may be entitled to assert, under the laws of the United States or The Netherlands or any political subdivision of either of them, whether for fraud, tort, contract, violations of applicable securities laws, or otherwise, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, contingent or non-contingent, based in whole or in part upon any act, omission, transaction, state of facts, circumstances or other occurrence or failure of an event to occur, taking place before the Confirmation Date and in any way relating to UPC, the issuance, purchase or sale of the Belmarken Notes, UPC Notes, UPC Preference Shares A, UPC Priority Shares, UPC Ordinary Shares A, the Restructuring, the Chapter 11 Case, the Moratorium Petition, the Plan, or the Akkoord; provided, however, that nothing herein shall release any Person from any claims, obligations, rights, causes of action, choses in action, demands, suits, proceedings or liabilities based upon any act or omission arising out of such Person's gross negligence or willful misconduct; provided further, that nothing herein shall release UPC, New UPC, UGC or any Participating Noteholder from any claims, obligations, rights, causes of action, choses in action, demands, suits, proceedings or liabilities based upon such Person's failure to comply with, or breach of such Person's obligations under, the Plan, the Akkoord or this Agreement; provided further, that to the extent that, on the Effective Date, New UPC is the holder of any Belmarken Notes, UPC Notes or other claims or interests of General Unsecured Creditors, whether obtained through the New UPC Dutch Exchange Offer and the applicati...
Releases and Exculpation. The Company and each party listed below shall be released of any and all claims or causes of action, known or unknown, relating to any pre-Effective Date acts or omissions, by and among the following: (1) all former and current officers and directors of the Debtors, (2) the pre-petition agent under the ABL Credit Facility, (3) the ABL Lenders, (4) Senior Secured Notes Indenture Trustee, (5) DIP Lenders, (6) each holder of Senior Secured Notes, (7) Tontine Capital Partners, L.P. and its managed accounts and affiliated funds (“Tontine”) and (8) officers, directors, members, affiliates, employees, agents, attorneys, accountants, financial advisors of the Company and each of the foregoing parties listed in items 1 through 7. Conditions to Confirmation / Effectiveness The Plan shall contain conditions to confirmation and effectiveness that are satisfactory to the Ad Hoc Committee and agreed upon by the Company, as may be set forth in the Restructuring Agreement, including, without limitation: (a) the Plan has been confirmed by order of the Bankruptcy Court, in form and substance acceptable to the Ad Hoc Committee and the Debtors, (b) the Restructuring Agreement has not been terminated; (c) no stay of the confirmation order is in effect; (d) all definitive documentation necessary to implement the Plan shall be in form and substance acceptable to the Ad Hoc Committee and the Company and shall have been executed.; and (e) the aggregate amount of fees (including monthly fees or success/transaction fees) payable to Rothschild pursuant to its engagement letter, dated May 22, 2009, and any amendment or modification thereto (the “Engagement Letter”) to the extent an order is entered in the Bankruptcy Court authorizing the retention of Rothschild on behalf of the Company (an “Engagement Order”), shall not exceed $3.85 million in the aggregate; provided that the foregoing provision shall not be applicable if any Consenting Secured Holder opposes the Company’s request to retain Rothschild in accordance with the terms of the Engagement Letter but subject to a $3.85 million limit for its fees in the aggregate.
Releases and Exculpation. There shall be a full release of liability and exculpation for (i) the Company and its subsidiaries, (ii) the officers and directors of the Company, (iii) each of the Consenting Noteholders, (iv) the Creditors Committee, if any, (iv) the DIP Agent, (vi) the DIP Lenders and participants, and (vii) the Indenture Trustee for the Senior Subordinated Notes, as well any of their respective agents, members, employees, representatives, advisors, attorneys or affiliates, and a full release of liability and exculpation for each holder of a Senior Subordinated Note Claim in their capacity as such.
Releases and Exculpation. The Chapter 11 Plan shall include, to the extent permitted by law, customary release and exculpation provisions in favor of (i) the Debtors, (ii) the Plan Sponsor, (iii) the Purchaser (if not ultimately the Plan Sponsor), (iv) the trustees of the trusts established pursuant to the TruPS Declarations, (v) the indenture trustees under the TruPS Indentures, (vi) the Joint Liquidators, (vii) any official committee of creditors appointed by the United States Trustee in the Chapter 11 Cases and the members thereof (in such capacity only), and (viii) for each of the entities identified in the preceding clauses (i) through (vii), each entity’s respective current and former affiliates, current and former officers, managers, directors, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, independent contractors, managed accounts or funds, management companies, fund advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such in their capacities as such. Injunction/Discharge: The Chapter 11 Plan and Confirmation Order shall contain discharge and injunction provisions that are satisfactory to the Debtors and the Plan Sponsor. Conditional Transfer On the Effective Date, to the extent not previously abandoned by order of SFL Equity Interests to Distribution Trust: of the Bankruptcy Court, all Equity Interests held by SALIC in SFL shall be contributed to the Distribution Trust.
Releases and Exculpation. The Chapter 11 Plan shall include, to the extent permitted by law, customary release and exculpation provisions in favor of (i) the Debtors, (ii) Hildene, (iii) the Purchaser, (iv) the trustees of the trusts established pursuant to the TruPS Declarations, (v) the indenture trustees under the TruPS Indentures, (vi) the Joint Liquidators and SRGL, (vii) any official committee of creditors appointed by the United States Trustee in the Chapter 11 Cases and the members thereof (in such capacity only), (viii) the Plan Sponsor (as such term is defined in the Filed Plan), and (ix) for each of the entities identified in the preceding clauses (i) through (viii), each entity’s respective current and former affiliates, current and former officers, managers, directors, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, independent contractors, managed accounts or funds, management companies, fund advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such in their capacities as such; provided, however, that, the equity holders of SRGL shall not be a Released Party or a Representative of a Released Party (as such terms are defined in the Filed Plan).
