Waiver or Estoppel. Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court prior to the Confirmation Date.
Waiver or Estoppel. Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Court prior to the Confirmation Date. Dated: [●] HIGHPOINT RESOURCES CORP., ON BEHALF OF ITSELF AND ITS SUBSIDIARIES /s/ DRAFT [●] [TITLE] EXHIBIT D Provision for Transfer Agreement The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Transaction Support Agreement, dated as of (the “Agreement”),1 by and among HighPoint Resources Corporation and its affiliates and subsidiaries bound thereto and the Consenting Stakeholders, including the transferor to the Transferee of any Company Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Stakeholder” and a [“HPR Consenting 7% / 8.75% Noteholder”] [HPR Consenting Shareholder] under the terms of the Agreement. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. Date Executed: Name: Title: Address: E-mail address(es): Aggregate Amounts Beneficially Owned or Managed on Account of: 7% Notes 8.75% Notes Existing HPR Interests 1 Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement. EXHIBIT E Form of Joinder Agreement
Waiver or Estoppel. Each Holder of a Claim shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement or the Debtors or Reorganized Debtors’ right to enter into settlements was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Court or the Notice and Claims Agent prior to the Confirmation Date.
Waiver or Estoppel. The failure of Landlord to insist, in any one or more instances, upon strict performance of any covenants or agreements of this Lease, or exercise any option of Landlord herein contained, shall not be construed as a waiver or relinquishment of any right or remedy of Landlord hereunder and she not be deemed a waiver of any subsequent breach or default by Tenant of the covenants or conditions herein. Receipt of rent by Landlord, with knowledge of the breach of any covenant or agreement hereof, shall not be deemed a waiver of such breach and no waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Landlord.
Waiver or Estoppel. The failure of Lessor to insist, in any one or more instances, upon strict performance of any covenants or agreements of this Lease Agreement, or exercise any option of Lessor herein contained, shall not be construed as a waiver or relinquishment for the future of such covenant, agreement or option, but the same shall continue and remain in full force and effect. Receipt of Rent by Lessor, with knowledge of the breach of any covenant or agreement hereof, shall not be deemed a waiver of such breach and no waiver by Lessor of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Lessor.
Waiver or Estoppel. Each holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, the RSA, or papers filed with the Bankruptcy Court prior to the Confirmation Date. SOUTHCROSS HOLDINGS LP By: SOUTHCROSS HOLDINGS GP LLC, its general partner on behalf of itself and all other Debtors Xxxx X. Xxxxx Senior Vice President & Chief Financial Officer 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx, 00000 EXHIBIT B Equity Term Sheet
Waiver or Estoppel. The failure of DISTRICT or CRUISES to insist, in any one or more instances, upon strict performance of any covenants or agreements of this Agreement, or exercise any option of DISTRICT herein contained, shall not be construed as a waiver or relinquishment for the future enforcement of such covenant, agreement or option, but the same shall continue and remain in full force and effect.
Waiver or Estoppel. Each holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, the RSA, or papers filed with the Bankruptcy Court prior to the Confirmation Date. SOUTHCROSS HOLDINGS LP By: SOUTHCROSS HOLDINGS GP LLC, its general partner on behalf of itself and all other Debtors Xxxx X. Xxxxx Senior Vice President & Chief Financial Officer 0000 Xxxx Xxxxxx, Xxxxx 0000 Dallas, Texas, 75201 EXHIBIT B Equity Term Sheet
Waiver or Estoppel. 58 N. Conflicts ...............................................................................................................58 US1DOCS 7783787v8 ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW
Waiver or Estoppel. Each Holder of a Claim shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement or the Debtors or Reorganized Debtors’ right to enter into settlements was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Court or the Notice and Claims Agent prior to the Confirmation Date. * * * * Respectfully submitted, as of the date first set forth above, Dated: November 6, 2018 PETROQUEST ENERGY, INC. on behalf of itself and all other Debtors /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President and Chief Executive Officer 400 E. Xxxxxxx Xxxxxx Road, Suite 6000 Xxxxxxxxx, Xxxxxxxxx 00000 EXHIBIT B PETROQUEST ENERGY, INC. EXIT FACILITY TERM SHEET $50,000,000 Term Loan Facility Summary of Indicative Terms and Conditions Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Restructuring Support Agreement to which this Exhibit B is attached. Borrower: PetroQuest Energy, L.L.C., a Louisiana limited liability company (the “Company”). Guarantors: PetroQuest Energy, Inc., a Delaware corporation (the “Parent”). TDC Energy, LLC, a Louisiana limited liability company. Each of the Company’s and Parent’s other existing and future direct and indirect wholly owned subsidiaries other than exceptions that are consistent with the Prepetition Term Loan Agreement. Agent: A third party agent to be mutually agreed upon.
