Retained Causes of Action. Exhibit 8.1(a) Executory Contracts And Unexpired Leases To Be Rejected Exhibit 10.5 Administrative Claim Request Form INTRODUCTION Delphi Corporation and certain of its direct and indirect subsidiaries, debtors and debtors-in-possession in the above-captioned jointly administered Chapter 11 Cases, hereby propose this joint plan of reorganization for the resolution of the outstanding Claims against and Interests in the Debtors. Capitalized terms used herein shall have the meanings ascribed to them in Article I.B. of this Plan. The subsidiaries of Delphi incorporated outside of the United States are not the subject of the Chapter 11 Cases. These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. The distributions to be made to holders of Claims and Interests are set forth herein. The Debtors' reorganization plan was confirmed, with certain modifications, by the Bankruptcy Court on January 25, 2008, and the confirmation order became final on February 4, 2008. The Debtors met the conditions required to consummate the plan, including obtaining $6.1 billion of exit financing, but on April 4, 2008, the Plan Investors delivered to Delphi a letter stating that such letter "constitutes a notice of immediate termination" of the Investment Agreement. The financing the Debtors were to receive under the Investment Agreement was an integral element to the consummation of the Plan. Appaloosa Management L.P.'s ("Appaloosa") April 4 letter alleged that Delphi had breached certain provisions of the Investment Agreement and that Appaloosa was entitled to terminate the Investment Agreement. On May 16, 2008, Delphi filed complaints for damages and specific performance against the Plan Investors and related parties who refused to honor their contractual obligations. Nevertheless, the termination of the Investment Agreement resulted in the Debtors' inability to consummate the Plan without additional modifications. The Debtors are now seeking approval of modifications to the Plan pursuant to section 1127 of the Bankruptcy Code. This Plan provides for the substantive consolidation of certain of the Estates, but only for the purposes of voting and making distributions to holders of Claims under this Plan. Under section 1127 of the Bankruptcy Code, as it incorporates section 1125(b) of...
Retained Causes of Action. The Reorganized Company shall retain all causes of action as specified in the Plan supplement, including without limitation any claims and causes of action against Columbia Helicopters and chapter 5 causes of action.
Retained Causes of Action. The Reorganized Debtors, as applicable, shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action that the Debtors have released pursuant to the release and exculpation provisions outlined in this Plan Term Sheet and implemented pursuant to the Plan.
Retained Causes of Action. The Reorganized Company shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action that the Company has released pursuant to the release and exculpation provisions contemplated under this Restructuring Term Sheet and as set forth in the Plan. Releases The Plan will include releases and exculpations acceptable to the Required Consenting Noteholders in all respects in favor of the (i) Company Parties, (ii) the Consenting Noteholders, and (iii) such other parties as set forth in the Plan. Management Incentive Plan The board of directors of the Reorganized Company will adopt a long-term management incentive plan (the “Management Incentive Plan”), which may include awards of fully diluted Reorganized Equity, options, restricted stock units, and/or other equity instruments in amounts and on terms to be determined in such Management Incentive Plan.
Retained Causes of Action. All lawsuits, causes of action and claims held by the Debtors, including all tort actions where the Debtors are plaintiffs and all avoidance actions, but excluding the Anadarko Litigation, shall be included in the Assets and transferred to New Tronox on the Effective Date. Expenses Whether or not the transactions contemplated by this Term Sheet are consummated, the Debtors shall pay the reasonable and documented fees and out-of pocket expenses of the legal counsel and financial advisors to the Backstop Parties related to the Restructuring, provided, however, that the completion fee of $2 million contemplated by the Broadpoint Capital, Inc. engagement letter, which, notwithstanding anything set forth in such letter, shall only be payable upon consummation of the Restructuring. Tax Issues To be determined. Governing Low State of New York Exhibits A, B and C to the Plan Term Sheet are attached to the Motion.
Retained Causes of Action. Neither Seller nor any of its Affiliates will commence any Retained Cause of Action relating to the Butane Blending Business against any party (other than Buckeye Terminals LLC and/or its Affiliates) that was a customer of Seller or the Company at the time of the Closing without the prior written consent of Buyer.
Retained Causes of Action. The Chapter 11 Plan and WHOA Plan shall contain provisions relating to the Company Parties’ retention of causes of action acceptable to the Company Parties and Required Consenting Creditors. Conditions Precedent to Restructuring Unless waived in accordance with the provisions of the Chapter 11 Plan and the WHOA Plan, the following shall be conditions to the Effective Date: (a) (x) the U.S. Bankruptcy Court shall have entered the U.S. Confirmation Order and (y) the Dutch Court shall have entered the Dutch Sanction Order, which U.S. Confirmation Order and Dutch Sanction Order shall: (i) be in form and substance consistent with the Restructuring Support Agreement; (ii) authorize the Debtors and Company Parties to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Chapter 11 Plan and WHOA Plan; (iii) authorize the Debtors and Company Parties, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) make all distributions and issuances as required under the Chapter 11 Plan and the WHOA Plan; and (c) enter into any agreements, transactions, and sales of property contemplated by the Restructuring Support Agreement, including the Exit Facility; and (iv) authorize the implementation of the Chapter 11 Plan and WHOA Plan in accordance with their terms; (b) the U.S. Bankruptcy Court shall have entered an order recognizing the Dutch Scheme Proceedings and Dutch Sanction Order under chapter 15 of the U.S. Bankruptcy Code; (c) the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Chapter 11 Plan and WHOA Plan; (d) the final version of the Chapter 11 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 and the Chapter 11 Plan and WHOA Plan;
Retained Causes of Action. The Reorganized Company shall retain all causes of action as specified in the Plan supplement, including without limitation any claims and causes of action against Columbia Helicopters and chapter 5 causes of action. Plan Equity Value Approximately $[TBD] million (the “Plan Equity Value”). Tax Matters The Restructuring shall be structured to preserve, to the greatest extent practicable, the Company’s net operating losses and any other of the Company’s tax attributes.
Retained Causes of Action. Any Cause of Action that is not released, waived, or transferred by the Debtors pursuant to the Plan as contemplated in the Restructuring Support Agreement, including those Causes of Action retained as described in the “Retention of Claims” section herein, the Retained Preference Actions, and the claims and Causes of Action set forth in the Schedule of Retained Causes of Action.
Retained Causes of Action. The Reorganized Debtors shall retain all rights to commence and pursue any action, interest, Claim, cause of action, controversy, demand, right, action, lien, indemnity, Equity Interest, guaranty, suit, obligation, liability, damage, remedy, proceeding, agreement, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law (the “Causes of Action”), other than any Causes of Action that the Company has released pursuant to the release and exculpation provisions outlined in this Restructuring Term Sheet and implemented pursuant to the Plan. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law or in equity; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any avoidance actions arising under chapter 5 of the Bankruptcy Code or under similar or related local, state, federal, or foreign statutes and common law, including fraudulent transfer laws. Notwithstanding the foregoing, the Reorganized Debtors shall retain all rights to commence and pursue any Causes of Action as specified in the Plan supplement, including without limitation any chapter 5 causes of action (other than against Released Parties), unless such causes of action are settled or resolved prior to the Effective Date with the consent of the Requisite Consenting Lenders. Releases and Exculpation The Debtors, any official committees appointed in the Chapter 11 Cases and each of their respective current and former officers and directors, professionals, advisors, accountants, attorneys, investment bankers, consultants, employees, agents and other representatives (each solely in its capacity as such), shall be exculpated from liability for their actions in connection with (i) these Chapter 11 Cases and (ii) any other a...
