Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. 10.14 by reference, mutatis mutandis. controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power to direct or (iii) for which such Person acts as a general partner, managing member or in a similar capacity. Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any
immediately available funds to perform all of its obligations
"nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. to be filed by it under the, Securities Act, the Exchange Act or the rules
other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution,
ownership of more than 50%); or (iii) the sale, exchange, lease, or transfer of all or substantially all of New. counsel for the Debtors, on January4, 2021, at 8:00pm ET, and January5, 2021, at 9:51am ET, and are intended to modify the terms and conditions of the Pending Bid to the limited extent provided herein. liability of any Backstop Party in connection with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or. (c)Each Backstop
transfer or assignment, stating the, name and address of the transferee or
conversion of Series A Preferred Stock into, Common Stock) and (B) all Registrable
wages, hours, overtime compensation, child labor, occupational health and safety, workers' compensation, employee leaves, hiring, promotion and termination of employees, meal and break periods, unemployment compensation insurance, withholding and
"Non-U.S. (h)None of the Company or any of its Subsidiaries has any material current or projected liability for,
"Company Equity Award" means any equity or equity-based award granted by the Company to any Person. submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York |
by the Backstop Parties in the Rights Offering and the Purchased Shares purchased by such Indemnified Person. the Company) or sell, pledge, dispose of, grant, transfer, encumber, or authorize the sale, pledge, disposition, grant, transfer or encumbrance of, or amend or modify the terms of, the Equity Securities of the Company or any of its Subsidiaries,
(See Instructions). regulations. or enforceability of such provision, or the application thereof, in any other jurisdiction. (g)Notwithstanding
Section 4.3
Cole put down an $1.8 million deposit, sources said. To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the
Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf
(e)There
(a)All material Benefit Plans are listed on Section 3.22(a)
will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in
Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (b) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person
claim, a
Eric Cole's Phone Number and Email. Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy
Dividend Rate on Series B Preferred Stock: 8.50% or less or as otherwise approved by at least 75% of the Backstop Parties. conditions precedent shall be set forth in the
"Business Products" means
consideration for the Backstop Commitment of each Backstop Party hereunder and the other undertakings of the Backstop Parties herein, the Company shall issue to the Backstop Parties at the Closing, based on their respective Subscription Percentages,
treatment by or on behalf of the Company or its Subsidiaries (or any legally responsible predecessor in interest), except as would not have a Material Adverse Effect. other documents required to be issued pursuant
phantom stock or similar rights granted by the Company or any of its Subsidiaries providing economic benefits based, directly or indirectly, on the value or price of the capital stock or other equity interests in the Company or any of its
including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. Allocation and is not a, valuation. the Spin-Off Date, the consolidated financial statements included in or incorporated by reference into the Public Filings (including the related notes and schedules) fairly presented, in each case, in all material respects, the consolidated
basis with all other administrative expenses of the Debtors' estate. 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the
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It was a beautiful fall day and we were able to take advantage of some lovely foliage at Cedar Grove Cemetery (yes, you heard me!). Environmental Law with respect to the Company and its
Benefit Plan and (ii) any Labor Contract. corporation, partnership, limited liability company or other business organization, business or division or any related securities or interests in any business organization, or make any investment in any Person or enter into any joint venture,
and, collectively with the Initial Bid and the Backstop Commitment Agreement, the Pending Bid). Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any
into a Registration Rights, Agreement in form and substance consistent
Boaz Weinsteins Deutsche Bank proprietary trading operation suffered big losses during the 2008 financial crisis, but in the most challenging market since that time, Weinsteins $2 billion hedge fund operation did very well. (d)Except
of January4, 2021 (filed herewith). of 8.00% of the Senior. for material Liability on account of any express or implied warranty to any third party in connection with the Business Products sold by the Business. 4"510(b) Claim Share Recovery" means [TBD]. Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. Section 2.4 Rights
(as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any
include any statement as to or any admission of fault, culpability
The provisions of
(d)If
"Series B Preferred
any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary,
1933, as amended. documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or
received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local
Kallie: Eric Cole and Warlander. under the Senior Subordinated Notes Indenture as of the Effective
reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or
(b)Since
price equal to 175% of the equity value. Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the
"BSA" means the Bank Secrecy Act (31 U.S.C. consummated and the Backstop Commitment Agreement is terminated by the Backstop Parties, the Backstop Parties agree that the cash payment of an amount equal to the Commitment Premium shall be subordinated to the payment of allowed general unsecured
Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). The lawsuit was filed Monday in Sangamon County circuit court. Defaulting Backstop Party's Defaulted Commitment. to Annex C hereof, which Exhibit A is incorporated in this Section
The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop
effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive
has the meaning set forth in Section 2.1. Alex Ginzburg: Eric Cole: Warlander Asset Management LP . agent and lenders, (c) the prepetition credit agreement agent and lenders in their capacities as such, (d) the indenture trustee, and (e) each of their respective current and former directors, officers, equity holders (regardless of whether such
5"Restructuring Support Agreement" means that certain Restructuring Support Agreement dated as of, September 20, 2020, by and among GMI, the Debtors party thereto and the consenting lenders party thereto, as amended,
obligation of confidentiality or (y) waive the protection of attorney client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or
Each
means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. Section 3.20 Absence of Certain Changes or Events. "Released Claims" has the meaning
Directors" means, with respect to any Debtor, the board of directors or similar governing body of such Debtor. or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable
20 years. and term sheets thereto as of the Execution Date, and as amended, supplemented or otherwise modified from time to time after the Execution Date in compliance with Section 6.5). Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. 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