Backstop Commitment Termination Premium definition
Examples of Backstop Commitment Termination Premium in a sentence
The Backstop Order and the Plan shall provide that the Backstop Commitment Premium, the Backstop Commitment Termination Premium, the Expense Reimbursement, and any indemnification provided herein shall constitute Allowed Administrative Claims of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code.
The provisions for the payment of the Backstop Commitment Premium, the Backstop Commitment Termination Premium and Expense Reimbursement, and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Equity Commitment Parties would not have entered into this Agreement.
The Backstop Order and the Plan shall provide that the Backstop Commitment Premium, the Backstop Commitment Termination Premium, the Expense Reimbursement, and any indemnification provided herein shall constitute Allowed Administrative Claims of the Company Parties’ estates under Sections 503(b) and 507 of the Bankruptcy Code.
Notwithstanding anything to the contrary herein, No Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to any of the Backstop Parties (including, for avoidance of doubt, a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3.
The parties hereto agree that, for U.S. federal income tax purposes, the Backstop Commitment Premium and the Backstop Commitment Termination Premium shall be treated as a “put premium” paid to the Equity Commitment Parties (the “Intended Tax Treatment”).
The parties hereto agree that, for U.S. federal income tax purposes, the Backstop Commitment Premium and the Backstop Commitment Termination Premium shall be treated as a “put premium” paid to the Backstop Parties (the “Intended Tax Treatment”).
The provisions for the payment of the Backstop Commitment Premium, the Backstop Commitment Termination Premium and Expense Reimbursement, and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement.
The Parties agree to treat, for U.S. federal income tax purposes, the Backstop Commitment Premium, the Backstop Commitment Termination Premium and the Expense Reimbursement as a “put premium” paid to the Commitment Parties.
The Parties hereto (and any transferee) agree that, for U.S. federal income tax purposes, the Backstop Commitment Premium, the Backstop Commitment Termination Premium, and the Expense Reimbursement shall be treated as “put premium” paid to the Equity Commitment Parties (the “Intended Tax Treatment”).
The Backstop Commitment Premium (and, to the extent applicable, the Backstop Commitment Termination Premium) shall be fully earned by the Equity Commitment Parties upon execution of this Agreement, nonrefundable and non-avoidable upon entry of the Backstop Order (or any Successful Toggle Bid if earlier) and shall be paid by Parent, free and clear of any withholding or deduction for any applicable Taxes, on the Effective Date as set forth above.