Common use of Treatment of Executory Contracts and Unexpired Leases Clause in Contracts

Treatment of Executory Contracts and Unexpired Leases. 14.01. Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed assumed, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (1) previously were assumed or rejected by the Debtors; (2) are identified on the Rejected Executory Contract and Unexpired Lease List; (3) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions and the rejection of the Executory Contracts or Unexpired Leases listed on the Rejected Executory Contract and Unexpired Lease List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the schedules of Executory Contracts and Unexpired Leases identified in this Article V and in the Plan Supplement at any time through and including 45 days after the Effective Date.

Treatment of Executory Contracts and Unexpired Leases. 14.01. A. Assumption and Rejection of Executory Contracts and Unexpired Leases. Leases On the Effective Date, except as otherwise provided herein, all each Executory Contracts or Contract and Unexpired Leases, not previously Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall be assumed or rejected pursuant and assigned to an order of the Bankruptcy Court, will be deemed assumed, applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases thatthan: (1) previously were assumed or rejected by the Debtors; (2) those that are identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such a Final Order approving the assumptions and the rejection assumptions and assignments of the Executory Contracts or and Unexpired Leases listed on as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the schedules of Rejected Executory Contracts Contract and Unexpired Leases Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

Treatment of Executory Contracts and Unexpired Leases. 14.01. Assumption and Rejection of Executory Contracts and Unexpired Leases. Leases On the Effective Date, except as otherwise provided hereinherein or in the Plan Supplement or the UK Implementation Agreement (or any other agreement related thereto), all each Executory Contracts or Contract and Unexpired Leases, not previously Lease (including those set forth in the Assumption List) shall be assumed or rejected pursuant and assigned to an order of the Bankruptcy Court, will be deemed assumed, applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases thatthan: (1) previously were assumed or rejected by those that are identified on the DebtorsRejection List; (2) are identified on the Rejected Executory Contract and Unexpired Lease Listthose that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such a Final Order approving the assumptions and the rejection assumptions and assignments of the Executory Contracts or and Unexpired Leases listed on as set forth in the Rejected Plan and the Assumption List and the rejections of the Executory Contract Contracts and Unexpired Lease List Leases as set forth in the Rejection List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the schedules of Executory Contracts and Unexpired Leases Rejection List or the Assumption List identified in this Article V V.A and in the Plan Supplement at any time through and including 45 days the Effective Date, or later, (a) with the consent of the Creditors Committee or (b) after a determination is made by the Bankruptcy Court regarding a disputed Cure Claim amount; provided that the Debtors or the Reorganized Debtors shall not alter, amend, modify, or supplement the Assumption List or the Rejection List with respect to any Newbuild Contracts after the Effective Date. If the Shipyard does not vote in favor of the Plan, the effective date of rejection of the Newbuild Contracts shall be the Effective Date of the Plan unless otherwise agreed to by the Shipyard and the Newbuild Debtors with the consent of the Required Consenting Creditors. If the Shipyard votes in favor of the Plan, the Newbuild Contracts shall be assumed under section 365(a) of the Bankruptcy Code effective as of the Effective Date of the Plan and receipt by the Shipyard of the consideration set forth in the Plan. On or prior to the Effective Date and assumption of the Newbuild Contracts, the Newbuild Debtors shall transfer their owned equipment as set forth in the Newbuild Assumption Term Sheet free and clear of all Liens and Claims to the Shipyard. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed pursuant to section 365 of the Bankruptcy Code and assigned or novated pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment or novation of such Executory Contract or Unexpired Lease (including any “change of control” or “asset transfer” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The Debtors shall reasonably provide the Credit Facility Agent, the Ad Hoc Group and their respective advisors with all reasonable information needed to analyze such decision to reject any material Executory Contract or material Unexpired Lease; provided that this shall not require any Debtor to (1) take any action that is restricted or prohibited by obligations of confidentiality binding on any Debtor, applicable law or the rules of any applicable securities exchange (provided that the Debtors must only withhold the portion of such information or materials that are actually subject to such confidentiality obligations, applicable law or rules of any applicable securities exchange) nor (2) disclose any document or share any information over which any Debtor asserts any legal professional privilege nor waive or forego the benefit of any applicable legal professional privilege.

Treatment of Executory Contracts and Unexpired Leases. 14.01. 32 A. Assumption and Rejection of Executory Contracts and Unexpired Leases. Leases On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases, Leases not previously otherwise assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed assumed, assumed by the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases thatthan: (1) previously were assumed or rejected by the Debtors; (2) those that are identified on the Rejected Executory Contract Contracts and Unexpired Lease ListLeases Schedule; (2) those that have been previously rejected by a Final Order; (3) those that have been previously assumed by a Final Order; (4) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (45) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date; or (6) the Comfort Letters, which shall in all events be assumed by the Debtors pursuant to the Plan. Notwithstanding anything in this Article V.A to the contrary, the Executive Employment Agreement and Advisory Agreement shall be deemed to be entered into or assumed (as applicable) on the Effective Date. Entry of the Confirmation Order by shall constitute an order of the Bankruptcy Court shall constitute approval approving the assumptions, assumptions and assignments, or rejections of such assumptions and the rejection of the Executory Contracts or Unexpired Leases listed on as set forth in the Plan or the Rejected Executory Contract Contracts and Unexpired Lease List Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts or and Unexpired Leases pending on pursuant to the Plan are effective as of the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final OrderDate. Each Executory Contract and or Unexpired Lease assumed pursuant to this Article V.A the Plan or by any Bankruptcy Court order of the Bankruptcy Court, which has but not been assigned to a third party prior to before the Confirmation Date, Effective Date shall revest re-vest in and be fully enforceable by the applicable contracting Reorganized Debtors Debtor in accordance with its terms, except as such terms are may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything Any motions to assume Executory Contracts or Unexpired Leases pending on the contrary in Effective Date shall be subject to approval by a Final Order of the PlanBankruptcy Court on or after the Effective Date but may be withdrawn, the Debtors settled, or otherwise prosecuted by the Reorganized Debtors. In addition, as applicable, reserve any objection to the right to alter, amend, modify, assumption of an Executory Contract or supplement the schedules of Executory Contracts and Unexpired Leases identified in this Article V and in Lease under the Plan Supplement at any time through and including 45 must be filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have consented to such assumption.

Treatment of Executory Contracts and Unexpired Leases. 14.01All executory contracts and unexpired leases not expressly rejected shall be deemed assumed pursuant to the Plan. Assumption The Plan Supplement shall contain (a) a schedule of executory contracts and Rejection unexpired leases to be assumed by the Debtors, including proposed Cure Costs (the “Assumed Contract Schedule”); and (b) a schedule of Executory Contracts executory contracts and Unexpired Leasesunexpired leases to be rejected by the Debtors as of the Effective Date (the “Rejected Contract Schedule”), determined by the Debtors in consultation with the Requisite Majority Consenting Noteholders. On the fourteenth (14th) day after the Effective Date, except as otherwise provided hereinand to the extent permitted by applicable law, all Executory Contracts or Unexpired Leases, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, Debtors’ executory contracts and unexpired leases that are not listed on the Rejected Contract Schedule will be deemed assumed, in accordance with assumed irrespective of whether they are listed on the provisions Assumed Contract Schedule. All executory contracts and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (1) previously were assumed or rejected by the Debtors; (2) are unexpired leases identified on the Rejected Executory Contract and Unexpired Lease List; (3) are the subject Schedule shall be deemed rejected as of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. Entry The Debtors shall notify all counterparties to contracts on the Assumed Contract Schedule and the Rejected Contract Schedule of the Confirmation Order by the Bankruptcy Court shall constitute approval filing of such assumptions Schedules and the rejection shall provide notice of the Executory Contracts or Unexpired Leases listed such Schedules on the Rejected Executory Contract Debtors’ restructuring website available at [•], and Unexpired Lease List pursuant to sections 365(a) such notice shall be deemed good and 1123 sufficient notice for the purposes of section 365 of the Bankruptcy CodeCode and otherwise. Any motions Notwithstanding the foregoing, the Debtors may, with the consent of the Requisite Majority Consenting Noteholders, alter, amend, modify or supplement the list of executory contracts or unexpired leases identified in the Assumed Contract Schedule and/or the Rejected Contract Schedule at any time prior to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by filing a Final Order. Each Executory revised Assumed Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of Schedule and/or Rejected Contract Schedule with the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the schedules of Executory Contracts and Unexpired Leases identified in this Article V and in the Plan Supplement at any time through and including 45 days after the Effective Date.