Favorable Ruling Condition definition
Favorable Ruling Condition means that a court of competent jurisdiction has entered a judgment (a “Favorable Ruling”) that none of the transactions related to the $135 million of Second Lien Opco Tranche A Term Loan following its issuance that are contemplated by the RSA and the Restructuring Termsheet violate or give rise to an event of default under the indentures (the “Indentures”) for the existing notes (the “Existing Notes”) and that such Favorable Ruling has become a final order, in full force and effect without reversal, modification or stay, not subject to a pending motion for reconsideration, revocation, reversal, modification, stay or appeal and the period for an appeal having expired; provided, however, that if the Favorable Ruling has not become a final order because a notice of appeal has been timely filed and the parties are not stayed or enjoined from taking certain action contemplated hereby including executing the Subscription Agreement and consummating the Transfer, the condition requiring a final order shall be only be deemed satisfied if Travelport determines in its sole and absolute commercially reasonable discretion that the effect of any appeal or other related proceeding would not be adverse to the business, operations, property, condition (financial or otherwise) or prospects of Travelport or its affiliates. The Favorable Ruling Condition may be waived by Travelport in its absolute and sole discretion.