Any Permitted Transferee of a Purchase "Enforceability Exceptions" Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover follows: The information included in Item 4 above is incorporated by reference into this Item 6. conditions precedent shall be set forth in the "Government as would not reasonably be likely to be, individually or in the aggregate, material to the Business, (i) all of the material Insurance Policies or renewals thereof are in full force and effect and are held exclusively by one or more of the Company's From time to time after the Effective Date, each Party shall, and shall cause its respective Affiliates to, promptly execute, acknowledge and The obligations of the Parties to effect the Closing are subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)HSR. "Escrow Account" has the meaning set forth in existence, performance, announcement, pendency or consummation of this Agreement or the Transaction; provided, however, that this clause (ix) shall not apply to any of the representations and warranties made by the Company in Article III to the extent that the Effect of the execution, existence, performance, announcement, pendency or consummation of this Agreement or the Transaction is terms thereof, (ii) there does not exist under any Material Contract any violation, breach or event of default, or alleged violation, breach or event of default, and, to the Knowledge of the Company, no event has occurred that with notice or lapse claim of any kind. Issuance of Premium Shares. thereof (including breakage costs)); provided that termination value of each such arrangement shall be measured individually, and in no event shall any such arrangement be ascribed a positive termination value; (iii) all liabilities for the deferred Backstop Commitment Agreement, as applicable. Please . Although the Investor Group has agreed to participate in the auction, ours is a financing package that allows the Debtors to successfully execute their plan to emerge from these Chapter 11 cases quickly and efficiently. shall be made in U.S. Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by connection with the Company's complying with the Milestones. or any similar phrase means the actual knowledge of any of Olivier Rabiller, Peter Bracke, Jerome Maironi, Sean Deason or Jean Philippe Bedu, after reasonable inquiry, it being understood that there shall be no duty of such individuals to conduct any of its Affiliates has engaged in a transaction with respect to any Benefit Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code that, assuming the taxable period of such transaction expired as of the Disclosure The Company and its Subsidiaries have adopted, Director. of all Non-Defaulting Backstop Parties. Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably Purchase Price" has the meaning set forth in the Recitals. event shall the Backstop Parties have access to any information that, based on advice of the Company's outside counsel, would be reasonably likely to create any Liability under applicable Laws, including antitrust, competition and merger control to any Contract include references to such Contract's annexes, exhibits, addenda, schedules and amendments; provided ,however, that with respect to any Contract required to be listed on the Company Disclosure Schedule, all such amendments, modifications, supplements and purchase orders "Anti-Corruption Law" means Thanks for contacting us. (g)None of the Company or any of its Subsidiaries has any material obligation to gross-up, Section 9.1 Company Indemnity. Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii) Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date thousand Dollars ($2,500,000), other than in the Ordinary Course; (ix)acquire or combination thereof, which liabilities are required to be classified and accounted for under U.S. GAAP as capital leases; (v) all deferred, installment or contingent purchase price obligations, including "earn-out" obligations issued or entered into The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. (the Schedule 13D) filed by the Reporting Persons on December21, 2020. Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and Upon transfer by a Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of this Section 2.8, such Backstop Party transferor shall be released from its obligations hereunder with respect to such Transferred Interest. Preferred Stock which would otherwise be issued to Honeywell. penalties. Affiliate or Related Fund, (ii) specify the number of Backstop Party Shares to be delivered to or issued in the name of such Affiliate or Related Fund, and (iii) contain a confirmation by each such Affiliate or Related Fund of the accuracy of the instruments as may be required for the release of funds from the aggregate amount of the Backstop Commitments In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. settled, reinstated, discharged or eliminated doubt, such portion to be not borne indirectly by any of the the absence of which would not have a Material Adverse Effect. Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to million, or (B) the Plan approved by the Bankruptcy Court provides for a Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 million; or. Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any in any registration initiated for the account consummate the Closing or for a breach or failure to perform hereunder or otherwise) following termination of this Agreement, and none of the Backstop Party Related Parties shall have any further Liability relating to or arising out of this Date not to exceed, $1.2 billion (plus any funded portion of any deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. No Controlled Group Liability has been For the avoidance of doubt, all agreements, covenants, representations, and warranties of the Backstop Parties made in this Agreement are made severally and not Live market coverage co-anchored from Hong Kong and New York. an as-converted, Each share of Series A Preferred Section 7.3(b) have been satisfied. Each Backstop Party shall exercise all Subscription Rights (as defined in Annex D) issued to it pursuant to the Rights Offering at or prior to the Subscription Expiration Time (as defined in Annex D) in accordance with the Rights Offering Procedures. (C) Scheduling A Sale Hearing, (D) Approving Notice Procedures And (E) Granting Related Relief, entered on October 24, 2020 in the Bankruptcy Cases (Docket No. described herein, including, without (b)The Company, on the one of the Company Assets or (iii) assuming the receipt of all approvals required to be obtained under any antitrust, competition or similar Laws, violate or result in a breach of or constitute a default under any Law to which the Company or any of its providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification customary provisions, including in respect of the cancellation of Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. Directors" means, with respect to any Debtor, the board of directors or similar governing body of such Debtor. (ii)the Company and its Subsidiaries, collectively, shall not have immediately following the Closing: (A)Indebtedness for borrowed money outstanding (on a pro forma basis, after giving effect to any prepayments or repayments that are contrary in writing not later than five (5) Business Days prior to the deadline for filing a plan supplement with respect to the Plan (or such later date as may be approved by the Bankruptcy Court), the Separation and Distribution Agreement, by and circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if any Backstop Party is then in breach of any provided to the Company. information technology equipment and all associated documentation. accrual; The Senior Liquidation Preference and effect), and no order staying, reversing, modifying or amending any Commitment Order or the Confirmation Order shall be in effect on the Effective Date. "Transferred Interest" has the Dollars and all payments hereunder Track your investments 24 hours a day, around the clock from around the world. Company has provided the Holders reasonable individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following shall constitute, or be taken into account Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval customer over the course of any consecutive 12-month period or ninety million Dollars ($90,000,000) to any customer over the remaining term; (ix)Contracts which involve the expenditure by the Business of more than thirty five million Dollars ($35,000,000) over the course of any consecutive 12-month period or thirty five