Restructuring Fees and Expenses. On and as a condition precedent to the occurrence of the Effective Date, the Debtors shall pay, or cause to be paid, all reasonable Restructuring Fees and Expenses not previously paid during the chapter 11 cases, including those fees and expenses estimated to be incurred through the Effective Date to the extent invoiced at least one (1) Business Day before the Effective Date. Conditions Precedent to the Effective Date The following shall be conditions to the Effective Date (collectively, the “Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order, which shall: (i) be in form and substance acceptable to the Lender and consistent with the Restructuring Support Agreement and the Restructuring Term Sheet; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, and other agreements or documents created in connection with the Plan; and (iii) decree that the provisions in the Confirmation Order and the Plan are non-severable and mutually dependent. (b) the Debtors shall have entered into the new management agreement with the new Qualified Manager, who shall have committed to advance not less than $45 million; (c) Lender shall have received from the Qualified Manager an SNDA and intercreditor agreement acceptable to Lender in its sole discretion; (d) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in a manner consistent in all material respects with the Restructuring Support Agreement, this Restructuring Term Sheet, and the Plan; (e) the Restructuring Support Agreement shall be in full force and effect and shall not have been terminated; (f) the final DIP order and cash collateral order shall be in full force and effect and shall not have been terminated; and (g) the Debtors shall have implemented the transactions contemplated in this Restructuring Term Sheet in a manner consistent with the Restructuring Support Agreement, this Restructuring Term Sheet, and the Plan. Exculpation Lender and its professionals to be included in plan exculpation and third-party release provisions. Injunction The Plan will contain customary injunction provisions.
Restructuring Fees and Expenses the fees and expenses paid and/or payable by the TCN Group since 1 July 2002 in relation to the recapitalisation, readjustment, rescheduling and/or reorganisation of the share capital and/or Indebtedness of the Telewest Group which has or is to become effective on or about the Recapitalisation Supplemental Deed Effective Date do not exceed £20,000,000 in aggregate.
Restructuring Fees and Expenses. The Restructuring Fees and Expenses, not previously paid pursuant to the DIP Orders, incurred, or estimated to be incurred, up to and including the Effective Date (or, with respect to necessary post Effective Date activities, after the Effective Date), shall be paid in full in Cash on the Effective Date in accordance with, and subject to, the terms of the Restructuring Support Agreement or the DIP Orders, as applicable, without any requirement to File a fee application with the Bankruptcy Court or without any requirement for Bankruptcy Court review or approval. All Restructuring Fees and Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be delivered to the Debtors at least three (3) Business Days before the anticipated Effective Date; provided, however, that such estimates shall not be considered an admission or limitation with respect to such Restructuring Fees and Expenses. On the Effective Date, or as soon as practicable thereafter, final invoices for all Restructuring Fees and Expenses incurred prior to and as of the Effective Date shall be submitted to the Debtors.
Restructuring Fees and Expenses. The Restructuring Fees and Expenses incurred, or estimated to be incurred, up to and including the Effective Date (or, with respect to necessary post-Effective Date activities, after the Effective Date), shall be paid in full in Cash on the Effective Date in accordance with, and subject to, the terms of the Transaction Support Agreement or the DIP/Cash Collateral Orders, as applicable, (unless otherwise provided in any other order of the Bankruptcy Court), without any requirement to file a fee application with the Bankruptcy Court or without any requirement for Bankruptcy Court or United States Trustee review or approval (unless otherwise provided in any other order of the Bankruptcy Court), or without notice and a hearing pursuant to section 1129(a)(4) of the Bankruptcy Code or otherwise. All Restructuring Fees and Expenses to be paid on the Effective Date shall be estimated before and as of the Effective Date and such estimates shall be delivered to the Debtors at least five (5) Business Days before the anticipated Effective Date; provided, however, that such estimates shall not be considered an admission or limitation with respect to such Restructuring Fees and Expenses. On the Effective Date, or as soon as practicable thereafter, final invoices for all Restructuring Fees and Expenses incurred before and as of the Effective Date shall be submitted to the Debtors. In addition, the Debtors and the Reorganized Debtors, as applicable, shall continue to pay, when due and payable in the ordinary course, pre-Effective Date Restructuring Fees and Expenses related to this Plan and the implementation, consummation, and defense of this Plan and the Restructuring Transactions, incurred before the Effective Date, in accordance with the Transaction Support Agreement and the ABL/FILO Exit Facility Commitment Letters.
Restructuring Fees and Expenses. The Financing Credit Parties may pay or reimburse the Organizers or other third parties for the non-recurring fees and expenses incurred by or on behalf of the Fund (but not on behalf of any other Person, including without limitation the Special Member, TPG, Pioneer or the Managing Member) in connection with the restructuring of the Predecessor Fund and of the Loan, commencing on December 12, 1997 through the date of the Agreement, in a cumulative amount not to exceed $500,000 in the aggregate (the "Maximum Reimbursement Amount"). The only such fees and expenses for which the Financing Credit Parties may pay or reimburse any Person in accordance with the foregoing are, subject to the Maximum Reimbursement Amount, the following:
(1) amounts paid or reimbursed to OPIC, its counsel or other advisors by the Organizers or their Affiliates;
(2) charges and filing fees imposed on the Fund and the Holding Company by Governmental Authorities;
(3) reasonable fees and out-of-pocket expenses for professional services rendered to the Fund or the Holding Company (but not to or on behalf of any other Person, including without limitation the Special Member, TPG, Pioneer or the Managing Member) in connection with the restructuring of the Predecessor Fund and the preparation of all agreements and other legal documents required therefor; and
(4) the reasonable out-of-pocket travel expenses of the Organizers in connection with the restructuring of the Predecessor Fund.
