Conditions Precedent to Plan Submission and Vote Sample Clauses

Conditions Precedent to Plan Submission and Vote. Plan submission, voting and effectiveness of the Plan to be subject to satisfaction (or waiver by each of Bradesco, the ALB Lenders and the Consenting 2024 Noteholders, as appropriate, pursuant to the Plan Support Agreement) of the following conditions:  Plan: Definitive documentation for the Plan and any other relevant applicable documentation, in each case, to be agreed in form and in substance consistent with this Term Sheet and otherwise satisfactory to the Plan Support Parties.  ALB Credit Agreement Enhancements: Agreement with respect to strengthened enforcement and other mechanisms to be provided for in the definitive amended and restated financing documents to the extent not inconsistent with the provisions of this Term Sheet, in each case, customary for financings of this nature and mutually agreed among the Company and the ALB Lenders including without limitation, among other things, time period for delivery of enforcement notices, manager undertakings to be agreed,6 disclosure and review of all intra-group arrangements and indebtedness, enhanced reporting, updates required to conform to new charter agreements, change of control provisions with respect to FIP divestitures (ALB Lenders need to run KYC processes on new owners), clarifications regarding mandatory prepayment distributions, etc. For the avoidance of doubt, this condition precedent is only subject to the satisfaction of, and can only be waived by, the ALB Lenders.7 For the avoidance of doubt the enhancements above shall not in any way impair the collateral provided to the Participating 2024 Noteholders, the Non-Participating 2024 Noteholders or Bradesco, or any of their other rights and remedies as set forth herein with respect to the non-ALB Entities.8  Pre-Petition Claims: Aggregate pre-petition claims on the RJ Filing Date, attached to initial RJ filing, not to materially exceed nor differ from the Filing Entities’ list of liabilities used for voting purposes in the Creditors’ General Meeting (as defined in the Plan Support Agreement).
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Conditions Precedent to Plan Submission and Vote. Plan submission, voting and effectiveness of the Plan to be subject to satisfaction (or waiver by each of Bradesco and the ALB Lenders) of the following conditions:  Plan: Definitive documentation for Plan and any other relevant applicable documentation, in each case, to be agreed in form and in substance consistent with this Term Sheet and otherwise satisfactory to the Plan Support Parties.  Credit Agreement Enhancements: Agreement with respect to strengthened enforcement and other mechanisms to be provided for in the definitive amended and restated financing documents to the extent not inconsistent with the provisions with this Term Sheet, in each case, customary for financings of this nature and mutually agreed among the Company Parties and ALB Lenders, including without limitation, among other things, time period for delivery of enforcement notices, manager undertakings to be agreed,9 disclosure and review of all intra-group arrangements and indebtedness, enhanced reporting, updates required to conform to new charter agreements, change of control provisions with respect to FIP divestitures (ALB Lenders need to run KYC processes on new owners), clarifications regarding mandatory prepayment distributions, etc.  Pre-Petition Claims: Aggregate pre-petition claims on the RJ Filing Date, attached to initial RJ filing, not to materially exceed nor differ from the RJ debtors’ list of liabilities used for voting purposes in the Creditors meeting.
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Conditions Precedent to Plan Submission and Vote. RJ Plan submission, voting and effectiveness of the RJ Plan to be subject to satisfaction (or waiver pursuant to the Plan Support Agreement) of the following conditions: ▪ Pre-Petition Claims: Aggregate pre-petition claims on the RJ Filing Date, attached to initial RJ filing, not to materially exceed nor differ from the Filing Entities’ list of liabilities used for voting purposes in the Creditors’ General Meeting. ▪ New Charter Agreements: No early termination, suspension or breaches under any charter agreement in effect on or after the RJ Filing Date that could be reasonably expected to have a material adverse impact on either the cash flow budget or the ability of the Filing Entities to satisfy their obligations under the Plan (any such event, a “Prohibited Charter Agreement Event”). ▪ No Filing of Other Entities: No prior bankruptcy or insolvency filing (including with respect to a Brazilian recuperação judicial or recuperação extrajudicial) by (i) any of LUX Oil & Gas, the FIP or any other direct shareholder of Constellation, (ii) any of the Filing Entities (other than in respect of the Brazilian RJ Proceeding, any agreed Xxxxxx proceeding and Ancillary Proceedings contemplated by this Term Sheet or the Olinda Term Sheet) nor (iii) any other Affiliates of Constellation to the extent a filing by any such Affiliate could reasonably be expected to have a material 3 Net of payment of the Escrowed Principal Amounts of USD 39.1 million, to be re-lent on the Closing Date bringing the total outstanding pro forma debt owing to the ALB Lenders to USD 631.2 million which will accrue 10% PIK interest as of September 1, 2018. Note that this excludes the September 2018 escrowed interest of USD 2.2 million which will be given back to the Company on the Closing Date. All cash interest earned on the escrowed amounts of USD 41.3 million will be returned to the Company on the Closing Date. 4 Totals may not add due to rounding. adverse effect on the content, timing or implementation of the Plan (any such event, a “Prohibited Insolvency Filing Event”). ▪ No MAE: No other material adverse effect on any entity of the Constellation Group. ▪ Fees: Payment of creditor advisor invoices will be released immediately upon final agreement, in writing, of open terms necessary for vote, and confirmation from Milbank, Xxxxxx Xxxx Xxxxxxxxx, and Xxxxxx that their clients’ signature are held in escrow (to be released immediately upon written confirmation of wire transfers). Conditions P...
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Related to Conditions Precedent to Plan Submission and Vote

  • Waiver of Conditions Precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • Conditions Precedent to Effectiveness This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Conditions Precedent to Disbursement Agency’s obligation to disburse Grant Funds to Grantee under this Grant is subject to satisfaction of each of the following conditions precedent:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

  • Additional Conditions Precedent No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:

  • Mutual Conditions Precedent The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:

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