Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. Each Releasor understands, acknowledges, and agrees that this release is a full and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsWithout limiting any rights and remedies of the Debtors or Reorganized Debtors under this Plan or applicable law, acknowledgesbut in all cases subject to the terms and conditions of the Restructuring Support Agreement and the Restructuring Documents and any consents or approvals required thereunder, the entry of the Confirmation Order shall constitute authorization for the Reorganized Debtors to take, or to cause to be taken, all reasonable actions necessary or appropriate to consummate and implement the provisions of this Plan, including but not limited to the actions set forth in the Reorganization Steps Overview, on and after the Confirmation Date, including such reasonable actions set forth in the Reorganization Steps Overview as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Debtors under the laws of jurisdictions other than the laws of which the applicable Debtors are presently formed or incorporated. Such restructuring may include one or more mergers, amalgamations, consolidations, restructures, dispositions, liquidations, dissolutions, or creations of one or more new Entities, as may be reasonably determined by the Debtors or Reorganized Debtors to be necessary or appropriate (with the consent of the Required Consenting Noteholders), set forth in the steps described in the Reorganization Steps Overview, but in all cases subject to the terms and conditions of this Plan, the Restructuring Documents, the Restructuring Support Agreement, and agrees any consents or approvals required hereunder or thereunder (collectively, the “Restructuring Transactions”). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been authorized and approved by the Bankruptcy Court upon the entry of the Confirmation Order. The actions to effectuate the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of this release is a full Plan and final general release that satisfy the applicable requirements of applicable state law and such other terms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (iii) the filing of appropriate certificates or articles of merger, amalgamation, consolidation, or dissolution pursuant to applicable state law; (iv) the creation of one or more new Entities; and (v) all Released Claimsother actions that the applicable Entities determine to be necessary or appropriate, including those making filings or recordings that could have been asserted may be required by applicable state law in any legal or equitable proceeding against connection with such transactions, in each case in form and substance reasonably acceptable to the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with Required Consenting Noteholders and release of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed necessary to apply implement this Plan or is deemed to apply as set forth in the Reorganization Steps Overview, and in all cases subject to the release terms and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 conditions of the Civil Code of CaliforniaRestructuring Support Agreement, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYthis Plan and the Restructuring Documents and any consents or approvals required thereunder.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsPrior to the Closing, acknowledgesthe Company shall effect, or cause to be effected, the following restructuring transactions, which will occur in the following sequence (collectively, the "Restructuring Transactions"): (a) the Company will designate, by notice to Parent, one or more newly-formed or existing entities (which may include a liquidating trust) (collectively, the "Designated Entity") to carry on the tax administration contemplated by Section 5.7(c)(i) and agrees that this release is a full to hold and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against manage certain assets for the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release benefit of the Releasees. Each Releasor Stakeholders; provided, however, that none of Sub, the Surviving Corporation, Parent or any of their respective Affiliates (and each Party on behalf including, after the Closing, the Subsidiaries) or the Company shall ever own or acquire any ownership or beneficial interest in the Designated Entity as a result of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action consummation of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that transactions contemplated by this Agreement; (b) the covenant not to sue contained in this Release Agreement is effective regardless Company will convey, without warranty of whether those Released Claims are presently known title, either express or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreementimplied, to the extent that Designated Entity a 2% overriding royalty interest in the "Rush Springs Properties," as more particularly described on Exhibit E attached hereto (such royalty interests, the "Rush ORRI"), pursuant to an Area of Mutual Interest Agreement and Assignment and B▇▇▇ of Sale between the Company and the Designated Entity, in the forms attached hereto as Exhibit F and Exhibit G; (c) the Company will either (i) transfer the California law is proposed to apply or is deemed to apply Assets to the release Designated Entity or (ii) sell the California Assets to a third party purchaser (the "California Sale"); (d) accruals for current assets and indemnification provisions current liabilities at the Closing Date attributable to the California Assets for periods beginning October 1, 2006 through and including the Closing Date will be assigned to the Designated Entity or the third party purchaser in the California Sale; and (e) if the California Sale is effected, the cash proceeds received by the Company and its Subsidiaries from the California Sale will be transferred to the Designated Entity, except for net cash proceeds received by OPEX from its sale of the Moon Bend field (which net proceeds are to be retained by OPEX following the Effective Time). True and complete copies of all agreements, contracts, side letters, memoranda, assignments, bills of sale, resolutions, certificates and other documents executed or delivered in connection with the Restructuring Transactions (collectively, the "Restructuring Agreements") shall be provided to Parent during their negotiation and not less than five (5) days prior to the Closing Date and shall be subject to the approval of Parent (which approval may not be unreasonably withheld or delayed). The Restructuring Transactions shall be consummated in accordance with the terms and conditions set forth hereinin the Restructuring Agreements, the foregoing waiver is specifically intended as so approved by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYParent.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.