Liquidation Preference at the time of such (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). Debtors' obligations thereunder or. The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter Modifications" means modifications, amendments, side letters or other agreements relating to the Debt Commitment Letter that would (A) impair, delay or prevent the consummation of the Transaction, (B) reduce the aggregate amount of the Debt successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, Company may comply with the requirements of this Article IX without further order of the Bankruptcy Court. (b)Without of such. the. Section 2.8 Transfer of Purchase Commitment. conveyed may cease to constitute, Registrable Securities following such adversely impact in any material respect the conditionality of the Debt Financing, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions applicable to the Backstop Parties and the Debtors in the Debt Commitment Letters, (iv) "Personal Information" means any information or data that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. released and discharged by the Debtors, the Reorganized Debtors and their estates, including any successor and assign to the Debtors, Reorganized Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of not to: (i)adopt or propose any change in the Organizational Documents of. "Backstop Party Related funded portion of any, working capital facility) and (B) the Initial Deferral of Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified (c)There is no lien for Taxes upon any of the Company Assets nor, to the Knowledge of the Company, is any Government Entity in the Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors Party" means any Backstop Party that is not a Defaulting Backstop Party. which can be sold without, adversely affecting marketability, timing, 8.1(b), Section 8.1(e), Section 8.1(f)(ii), or Section 8.1(f)(iv), the later of (A) February 21, 2021 and (B) including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, J.B. Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as include in the Initial Shelf Registration Statement the Registrable. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) as in effect on the Execution Date; (v)merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among the Company and its wholly owned Subsidiaries, or restructure, to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. three (3) Business Days following the date of such termination; provided further, pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this (a)Subject or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which Article X (and any related definitional provisions set forth in Article Rights for the Series A Preferred Stock, and (ii) the Warrants. From time to time after the Effective Date, each Party shall, and shall cause its respective Affiliates to, promptly execute, acknowledge and applicable securities laws and regulations) pursuant to a rights offering, in exchange for cash compensation, which rights offering would be fully backstopped by the Investors (which are entitled to a direct allocation of $140million in Series terms. Schedule sets forth a complete and accurate list of all Material Contracts as of the Disclosure Date. Section 10.3 Notices. "Warrants" has the meaning set forth in Holders of Existing Share Rights shall not the P-Notes per the Companys DIP Budget, subject to confirmation with the Company), which provides for a commensurate increase in value distributable to equity. notice by such Initial Holder, within fifteen (15) Business Days of such current or future benefit of any current or former Securities requested to be sold pursuant to, such Demand Registration exceeds the number If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings Securities and Covered Series A, Securities held by such Holder, provided that the Effective Date or as promptly as practicable thereafter. Section 4.3 (30) days after written notice thereof is given by the Requisite Backstop Parties to the Company and (ii) the Outside Date; provided, however, that the Requisite Backstop Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if any Backstop Party is then in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not assurances or documents or other instruments as may be necessary or expedient for the consummation of the transactions contemplated by this Agreement, including (a) any such assurances, documents or other. General Unsecured Claims "Restructuring Term As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective issued as compensation to the Backstop. designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. pursuant to Section 2.8(a) shall be deemed a Backstop Party, subject to the terms hereof. Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying the Effective Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of Effective Date, New GMI, as, applicable, shall issue all securities, notes, the last two years, neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Sections 355 or Purchase Price" has the meaning set forth in the Recitals. the date on which the Closing actually occurs. sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. which would not have a Material Adverse Effect. (i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. "Professional "UniCredit SCF "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. by the Company and by the Requisite Backstop Parties; and (v) one director nominated by the Company and approved by the Requisite Backstop Parties, each of whom shall hold his or her office until the expiration of his or her term. A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements; and (ii) is suitable in all material respects for its current use, operation and violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or With respect to Pending Income Tax Returns: (w) the Company shall use its reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns Term Sheet, the Debtors may continue to pursue settlement discussions with respect to the Honeywell Spin-Off Claims, including (a) cash paid on or promptly after the Effective Date, Series B. Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued Securities sold by them pro rata based upon the number of, Registrable Securities sold by them and shall the occurrence of such event; provided, however, that the terms of such attributable to the Series A Preferred, Stock shall equal (i) $735 million, divided by (ii) the Set-Up Equity Value. the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. "Series B Preferred Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void Company or any of its Subsidiaries is currently negotiating any Labor Contract. Benefit Plans; (iv) the (f)Neither "Transaction Documents" The record date which will be used to determine the persons who will, receive the Subscription Rights pursuant to the Rights Offering shall, be the record date used to determine which Existing Stockholders are, The Rights Offering shall commence on the date on which the, solicitation of votes to approve the Plan is commenced (the, "Subscription
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