Restructuring Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Party agrees, severally and not jointly, that it shall use commercially reasonable efforts to:
(i) negotiate in good faith, execute, perform its obligations under, and consummate the transactions contemplated by, the Definitive Documents to which it is (or will be) a party, at such times as are contemplated herein;
(ii) support the Plan and the transactions contemplated by this Agreement, the Term Sheet and the Definitive Documents and take all reasonable actions necessary or reasonably requested by the Company to effectuate the Plan and the transactions contemplated by this Agreement, the Term Sheet and the Definitive Documents, in a manner consistent with this Agreement, including the timelines set forth herein;
(iii) not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter or participate in any discussions or any agreement with any non-Party regarding, any Alternative Transaction;
(iv) support and take all reasonable actions reasonably requested by the Company to facilitate entry of the DIP Orders (including adequate protection terms contained therein), the Disclosure Statement Order, and the Confirmation Order, including consenting to the Company’s use of cash collateral, incurrence of obligations and granting of liens as set forth in the DIP Orders (which consent is deemed to have been given by such Consenting Party’s signature to this Agreement);
(v) not, directly or indirectly, or encourage any other Person to, directly or indirectly, (A) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the acceptance, implementation, or consummation of the Plan on the terms set forth in this Agreement, the Term Sheet and any applicable Definitive Document, including, without limitation, commencing or joining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Company Entity or any subsidiary thereof; (B) solicit, negotiate, propose, file, support, enter into, consummate, file with the Bankruptcy Court, vote for, or otherwise knowingly take any other action in furtherance of any restructuring, workout, plan of arrangement, or plan of reorganization for the Company that is inconsistent with this Agreement; (C) exercise any right or remedy for the enforcement, collection, or recovery of any clai...
Restructuring Support. 3.1 Each Consenting Creditor hereby confirms that it shall approve and fully support the Restructuring and implementation thereof (whether by a 363 Transaction, Chapter 11 Plan and/or Court Supervised Arrangement or otherwise) on the terms and subject to the conditions and limitations set out in this Agreement.
3.2 This Agreement sets out the Parties’ entire understanding of the Restructuring and supersedes any previous agreement or understanding between any of the Parties with respect to the Restructuring, but save as expressly set out herein, shall be without prejudice to any of the Existing Finance Documentation.
3.3 Subject to the terms of this Agreement, the Existing Finance Documentation shall continue in full force and effect in accordance with their respective terms until such time as the Restructuring Documents become effective in accordance with its terms.
Restructuring Support. 2.1 Each Participating Creditor hereby confirms that it shall use its legal and/or beneficial interest in the Existing Debt Instruments to approve and fully support the Restructuring, including without limitation any Restructuring Processes commenced by either of the Restructuring Companies or any other member of the Group for the purpose of implementing the Restructuring, on the terms of and subject to the conditions set out in this Agreement.
2.2 This Agreement sets out the Parties’ entire understanding of the Restructuring and supersedes any previous agreement or understanding between any of the Parties with respect to the Restructuring (and any such previous agreement shall cease to be binding on the relevant Parties).
2.3 Subject to the terms of this Agreement, the Existing Documents shall continue in full force and effect in accordance with their respective terms.
Restructuring Support. During the Support Period, subject to the terms and conditions hereof, each Company Entity agrees that it shall use commercially reasonable efforts:
(i) to implement the Restructuring in accordance with the terms and conditions set forth herein and in accordance with the Milestones (as defined below);
(ii) to take any and all commercially reasonable and appropriate actions necessary or reasonably requested by a Supporting Party to consummate the Restructuring and the CMS/DOJ/States Settlement, and satisfy any conditions thereto, in accordance with the terms hereof;
(iii) to support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, approval, and consummation of the Plan and the Scheme of Arrangement, as applicable, and the transactions contemplated thereby, including by commencing the Irish Examinership Proceedings and Recognition Proceedings as soon as reasonably practicable;
(iv) to prepare and deliver to the Supporting Parties draft copies of all Definitive Documents and any motions, pleadings, declarations, exhibits, and proposed orders related thereto (each of which shall contain terms and conditions consistent with the terms of this Agreement), and afford the Supporting Parties a reasonable opportunity to review and comment in advance of any filing thereof, to the extent practicable, and consider any such comments in good faith;
(v) to deliver to counsel to the Supporting Unsecured Noteholders and counsel to the Ad Hoc Governmental Plaintiff Group, copies of all notices, reporting and other documents delivered to the Prepetition Secured Parties (as defined in the Cash Collateral Order) pursuant to paragraphs 4(h) and 5(h) of the Cash Collateral Order, on the same terms and conditions (with respect to confidentiality and otherwise) applicable to the Prepetition Secured Parties under the Cash Collateral Order;
(vi) to take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including obtaining all governmental, regulatory, licensing, or other approvals (including any necessary or appropriate third-party consents) necessary to consummate the Restructuring;
(vii) not to offer or provide any consideration or treatment to any Opioid Claimant that is not acceptable to the Governmental Plaintiff Ad Hoc Committee and the Required Supporting Unsecured Noteholders;
(viii) not to seek or solicit, or instruct and direct the...
Restructuring Support. The MSGE Signatories shall be subject to the support and other obligations set forth in Section 4(a) of the Agreement as Supporting Governmental Opioid Claimants. In addition, Counsel agrees to recommend that the members of the MSGE Group that do not become MSGE Signatories to this Joinder Agreement take the actions contemplated by clauses (A) and (B) of Section 4(a) of the Agreement.
Restructuring Support. 1. Restructuring support may continue to be provided but must be terminated as announced at the conclusion of the Agreement; it concerns:
(a) Korea’s ongoing programme for Daewoo and KSEC; and
(b) restructuring programmes in Belgium, Portugal and Spain.
Restructuring Support. Notwithstanding anything to the contrary set forth in paragraph 4 above, if the parties hereto enter into definitive documents regarding a financial restructuring or recapitalization of the Company and/or any of its subsidiaries (a “Restructuring”), (i) the terms of any Restructuring, as set forth in such investment agreement, will be materially consistent with the terms set forth in the Term Sheet, including the treatment of Noteholders (as defined in the Term Sheet) set forth in Appendix A and B of the Term Sheet (subject to any modifications mutually agreed upon by the Noteholders, the Company and DLJMB), (ii) subject to receipt of court approved disclosure documents, DLJMB (and its affiliates) agrees to vote in its capacity as a holder of TCH Notes (as defined in the Term Sheet) for any plan of reorganization proposed by the Company which is materially consistent with the terms set forth in the Term Sheet, and (iii) DLJMB agrees that it shall support the commencement of the chapter 11 case by the debtors, confirmation by the bankruptcy court of the chapter 11 plan, approval by the bankruptcy court of the disclosure statement, and approval by the bankruptcy court of the investment agreement, in each case on terms and conditions similar to those set forth in the Restructuring Support Agreement, dated as of the date hereof, with respect to the Noteholders and Xxxxxx X. Xxxxx.
Restructuring Support. 2.1 Each Consenting Creditor hereby confirms that it shall use its beneficial interest in the Notes to approve and fully support the Restructuring and the BVI Scheme on the terms and subject to the conditions set out in this Agreement.
2.2 This Agreement sets out the Parties’ entire understanding of the Restructuring and supersedes any previous agreement between any of the Parties with respect to the Restructuring, without prejudice to any of the Existing Finance Documents.
2.3 Subject to the terms of this Agreement, the Existing Finance Documents shall continue in full force and effect in accordance with their respective terms.
Restructuring Support. The Supporting Term Lenders shall have the rights and be subject to the support and other obligations of Supporting Parties and Supporting Unsecured Noteholders, as applicable, set forth in Sections 2, 4 (other than clause (g), as added by this Joinder Agreement), 5(a) (other than clause (vii) except to the extent of the DOJ/Opioid Settlement Cash Consent Right (as defined in the First Lien Settlement Term Sheet) and clause (viii) unless (A) the applicable Alternative Transaction does not propose the Payment in Full of First Lien Term Loan Claims (as defined in the First Lien Settlement Term Sheet) upon consummation thereof and results in (i) less favorable treatment of the First Lien Term Loan Claims as compared to the treatment for such First Lien Term Loan Claims set forth in the First Lien Settlement Term Sheet or (ii) a Prohibited Ownership Change2 or (B) would be reasonably expected to have a materially adverse effect on the holders of First Lien Term Loan Claims (acting in such capacity)), 5(b), 6(a) (other than clauses (vi)(C) (unless (A) the applicable Alternative Transaction does not propose the Payment in Full of First Lien Term Loan Claims upon consummation thereof and results in (i) less favorable treatment of the First Lien Term Loan Claims as compared to the treatment for such First Lien Term Loan Claims set forth in the First Lien Settlement Term Sheet or (ii) a Prohibited Ownership Change or (B) would be reasonably expected to have a materially adverse effect on the holders of First Lien Term Loan Claims (acting in such capacity)), (vi)(D) (unless (A) the applicable Alternative Transaction does not propose the Payment in Full of First Lien Term Loan Claims upon consummation thereof and results in (i) less favorable treatment of the First Lien
Restructuring Support. Visteon intends to execute a number of restructuring initiatives concerning its global operations (“Restructuring Actions”). Ford (which, in this Section 3.01, includes Other Ford Entities) agrees that it will reimburse Visteon for certain Restructuring Costs incurred and paid by Visteon after the Effective Date, up to an aggregate US$29.0 million, (“Restructuring Funds”). Ford and Visteon will negotiate and enter into separate written agreements (“Separate Agreements”), which will set forth (a) allocation of the Restructuring Funds, (b) the dates by which Visteon must incur and pay reimbursable Restructuring Costs, and (c) as appropriate, plant-specific timing of each Restructuring Action. “Restructuring Costs” means costs incurred by Visteon in connection with Restructuring Actions at certain facilities primarily dedicated to the supply of Component Parts to Ford, including (i) employee wage or salary costs, including severance pay; (ii) employee incentive or retention costs; (iii) other employee benefits (including accrued vacation pay); (iv) applicable taxes; (v) costs associated with required bank builds or safety stockpiles for Ford and Other Ford Entities; (vi) tooling and equipment duplication and/or tooling and equipment relocation costs; (vii) facility, occupancy, security, maintenance, launch, and insurance costs; (viii) leasehold termination or exit costs; and (ix) transition assistance costs, including engineering and information technology costs required to complete any Restructuring Action. Within 60 days after incurring and paying for any Restructuring Cost(s), but no more frequently than monthly, Visteon will submit an invoice, accompanied by reasonable supporting documentation and proof of payment (together, “Invoice”), and Ford will pay all amounts that are not Disputed Amounts (defined below) on standard payment terms, unless a different payment schedule is agreed to in a Separate Agreement.
