Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminate, each Plan Support Party agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian or prime broker, not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D to this Agreement, and (y) such executed Exhibit D is delivered to the other Plan Support Parties and the Company by no later than two (2) business days before such Transfer is consummated and settled (each, a “Permitted Transferee”). With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties agree that any Transfer made in violation of this Section 11 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its Covered Claims beginning on the earlier of (i) the 60th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, and (b) up to 100% of the aggregate amount of its Covered Claims beginning on the earlier of (i) the 90th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) July 25, 2013. For the avoidance of doubt, this Section 11 cannot be amended or modified pursuant to Section 32 hereof or otherwise.
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Samples: Plan Support Agreement, Plan Support Agreement (Central European Distribution Corp)
Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminate, each Plan Support Party agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian or prime broker, not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D a counterpart signature page to this Agreement, and (y) such executed Exhibit D signature page is delivered to the other Plan Support Parties and and, to the extent the Company by no later than two (2) business days before accedes to this Agreement in accordance with Section 10, the Company , at or prior to the consummation of such Transfer is consummated and settled (each, a “Permitted Transferee”), provided, however, that RTL may only Transfer Existing 2013 Notes and RTL Notes so long as the Transfer is to a party who agrees that the Existing 2013 Notes and/or RTL Notes being transferred shall not be entitled to participate in the treatment of Existing 2013 Notes set forth in the Term Sheet; provided further, however, that the foregoing shall not apply to affiliates of Consenting 2013 Noteholders who act in a fiduciary or similar capacity or are other business units of such Consenting 2013 Noteholder, unless such business unit is or becomes a party to this Agreement. With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties agree that any Transfer made in violation of this Section 11 9 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding This Agreement shall in no way be construed to preclude the foregoing or Plan Support Parties from acquiring additional Covered Claims, provided, however, that (a) any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its that acquires additional Covered Claims beginning on after executing this Agreement shall notify the earlier Company, if the Company accedes to this Agreement in accordance with Section 10, counsel for the Existing 2013 Notes Steering Committee and counsel to RTL of (i) the 60th day such acquisition within three business days after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, closing of such trade and (b) up to 100% of the aggregate amount of its additional Covered Claims beginning shall automatically and immediately upon acquisition by a Plan Support Party be deemed subject to all the terms of this Agreement whether or not notice is given to the Company, counsel for the Existing 2013 Notes Steering Committee and counsel to RTL of such acquisition. This section shall not impose any obligation on the earlier of (ia) the 90th day after Company to issue any “cleansing letter” or otherwise publicly disclose information for the day the Chapter 11 Cases are filed in the Bankruptcy Court purpose of enabling a Plan Support Party to transfer any Covered Claims or (iib) July 25, 2013the counsel for the Existing 2013 Notes Steering Committee and counsel to RTL to monitor or enforce the provisions of this section as they relate to Plan Support Parties. For the avoidance of doubt, this Section 11 cannot be amended or modified pursuant to Section 32 hereof or otherwise.PRIVILEGED & CONFIDENTIAL F.R.E. 408 SETTLEMENT DISCUSSIONS
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Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminate, each Plan Support Party agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian or prime broker, not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D a counterpart signature page to this Agreement, and (y) such executed Exhibit D signature page is delivered to the other Plan Support Parties and and, to the extent the Company by no later than two (2) business days before accedes to this Agreement in accordance with Section 10, the Company , at or prior to the consummation of such Transfer is consummated and settled (each, a “Permitted Transferee”), provided, however, that RTL may only Transfer Existing 2013 Notes and RTL Notes so long as the Transfer is to a party who agrees that the Existing 2013 Notes and/or RTL Notes being transferred shall not be entitled to participate in the treatment of Existing 2013 Notes set forth in the Term Sheet; provided further, however, that the foregoing shall not apply to affiliates of Consenting 2013 Noteholders who act in a fiduciary or similar capacity or are other business units of such Consenting 2013 Noteholder, unless such business unit is or becomes a party to this Agreement. With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties agree that any Transfer made in violation of this Section 11 9 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding This Agreement shall in no way be construed to preclude the foregoing or Plan Support Parties from acquiring additional Covered Claims, provided, however, that (a) any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its that acquires additional Covered Claims beginning on after executing this Agreement shall notify the earlier Company, if the Company accedes to this Agreement in accordance with Section 10, counsel for the 2013 Ad Hoc Group and counsel to RTL of (i) the 60th day such acquisition within three business days after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, closing of such trade and (b) up to 100% of the aggregate amount of its additional Covered Claims beginning shall automatically and immediately upon acquisition by a Plan Support Party be deemed subject to all the terms of this Agreement whether or not notice is given to the Company, counsel for the Consenting 2013 Noteholders and counsel to RTL of such acquisition. This section shall not impose any obligation on the earlier of (ia) the 90th day after Company to issue any “cleansing letter” or otherwise publicly disclose information for the day the Chapter 11 Cases are filed in the Bankruptcy Court purpose of enabling a Plan Support Party to transfer any Covered Claims or (iib) July 25, 2013. For the avoidance counsel for the 2013 Ad Hoc Group and counsel to RTL to monitor or enforce the provisions of doubt, this Section 11 cannot be amended or modified pursuant section as they relate to Section 32 hereof or otherwisePlan Support Parties.
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