Exculpated Claim definition

Exculpated Claim means any Claim arising after the Petition Date related to any act or omission derived from, based upon, related to, or arising from the WV Debtorsrestructuring efforts, the WV Chapter 11 Cases, formulation, preparation, dissemination, negotiation, solicitation or filing of the Disclosure Statement, the Plan (including any term sheets related thereto), or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement, the Plan, the filing of the Chapter 11 Cases, the pursuit of Consummation, and the administration and implementation of the Plan, including the Restructuring Transactions, the assumption or rejection of any contract and the distribution of property under the Plan or any other agreement.
Exculpated Claim means any Claim related to any act or omission in connection with, relating to, or arising out of the Debtorspost-petition restructuring efforts, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, filing, solicitation of acceptances, confirmation, approval, implementation, or administration of the Disclosure Statement, the Plan, the settlements and agreements contained in the Plan, the property to be distributed under the Plan or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Debtors’ Chapter 11 Cases, the pursuit of entry of a Confirmation Order, the distribution of property under the Plan, or any other related agreement; provided, however, that Exculpated Claims shall not include any act or omission that is determined in a Final Order to have constituted willful misconduct or gross negligence. For the avoidance of doubt, no Claim, Cause of Action, obligation, or liability expressly set forth in or preserved by the Plan constitutes an Exculpated Claim.
Exculpated Claim means any Cause of Action, arising during the period commencing on the Petition Date through the closing of the Chapter 11 Cases, related to any act or omission derived from, based upon, related to or arising from (a) the Chapter 11 Cases; (b) the formulation, preparation, dissemination, or negotiation of any document in connection with the Chapter 11 Cases, the Disclosure Statement, the Plan, and/or the Plan Supplement; (c) the formulation, preparation, or negotiation of any documents with respect to, or the consummation of, any sale of the Debtorsassets during the Chapter 11 Cases; (d) any contract, instrument, release, and/or other agreement or document created or entered into in connection with the foregoing subsections (a), (b), or (c); (e) the pursuit of Consummation; and/or (f) the filing, administration, and/or implementation of the Chapter 11 Cases, the Plan, or the distribution of property in connection therewith or thereunder.

Examples of Exculpated Claim in a sentence

Exculpated Claim and (2) any obligation, Cause of Action, or liability for any Exculpated Claim, except for gross negligence or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.


More Definitions of Exculpated Claim

Exculpated Claim means any Claim related to any act or omission in connection with, relating to, or arising out of the Plan or Restructuring Transactions, the formulation, preparation, dissemination, negotiation of any document in connection with the Plan, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Plan, the pursuit of consummation, the administration and implementation of the Plan, or the distribution of property pursuant to the Plan.
Exculpated Claim means any Cause of Action or any Claim related to any act or omission derived from, based upon, related to, or arising from the Debtors’ in or out-of-court restructuring efforts, the Chapter 11 Cases, the marketing process, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Restructuring Support Agreement, the Definitive Documentation, or any contract, instrument, release or other agreement or document created or entered into in connection with any of the foregoing, the pursuit of Confirmation, the administration and implementation of the Plan, including the issuance including: (a) the issuance of the New Holdco Common Shares; (b) the execution, delivery, and performance of the Exit Facility Documents, the New Second Lien Credit Agreement, and the Definitive Documentation; and (c) the distribution of property under the Plan or any other agreement under the Plan; provided that the Exculpated Parties shall be entitled, in all respects, to reasonably rely upon the advice of counsel with respect to the foregoing; provided further that the foregoing shall not be deemed to release, affect, or limit any of the rights and obligations of the Exculpated Parties from, or exculpate the Exculpated Parties with respect to, any of the Exculpated Parties’ obligations or covenants arising under the Confirmation Order, the Plan, the Exit Facility Documents, the New Second Lien Credit Agreement, the Definitive Documentation, and any contracts, instruments, releases, and other agreements or documents delivered in connection with, or contemplated by, the foregoing.
Exculpated Claim means any Released Claim, Cause of Action or any Claim related to any act or omission derived from, based upon, related to or arising from the Debtors’ in or out-of-court prepetition restructuring efforts, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation or Filing of the Disclosure Statement, this Plan or any contract, instrument, release or other agreement or document (including, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by this Plan or the reliance by any Released Party on this Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with any of the foregoing, including the (a) this Plan, (b) the Disclosure Statement, (c) the Confirmation Order, (d) the New Organizational Documents of the Reorganized Debtors and CGG, (e) the Termed Out French RCF Claim Guarantees, (f) the Termed Out French RCF Claim Guarantee Documents, (g) the New First Lien Notes Indenture,(h) the New First Lien Notes Indenture Required Documents, (i) the New Second Lien Notes Indenture, (j) the New Second Lien Notes Indenture Required Documents, (k) the Warrant Terms and Conditions and the agreements governing the Warrants, (l) the New Second Lien Private Placement Agreement, (m) the New Intercreditor Agreements, (n) the Lock-Up Agreement, (o) the Term Sheet, [(p) the Conveyance Agreement] (items (d) through (p) hereof, as may be amended from time to time, the “Restructuring Documents”), (p) the Safeguard Plan, and (q) the distribution of property under this Plan, the Safeguard Plan, or any other agreementor ancillary document contemplated by this Plan; provided, however, that the Released Parties shall be entitled, in all respects, to reasonably rely upon the advice of counsel with respect to the foregoing; and provided, further, however, that the foregoing shall not be deemed to release, affect or limit any of the rights and obligations of the Released Parties from, or exculpate the Released Parties with respect to, any of the Released Parties’ obligations or covenants arising under the Restructuring Documents and any contracts, instruments, releases and other agreements or documents delivered in connection with or contemplated by, the foregoing.
Exculpated Claim means any claim related to any act or omission in connection with, relating to, or arising out of the Debtorsthe Chapter 11 Cases, the filing of theDisclosure Statement, the Plan, the Debtor/Lender Plan, the Debtor/Lender Disclosure Statement or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement, this Plan, the Debtor/Lender Plan, or the Debtor/Lender Disclosure Statement, the filing of the Chapter 11 Cases, the pursuit of Confirmation of the Plan or confirmation of the Debtor/Lender Plan, the pursuit of Consummation of the Plan or consummation of the Debtor/Lender Plan, the administration and implementation of this Plan or the Debtor/Lender Plan, or the distribution of property under this Plan or the Debtor/Lender Plan or any other agreement.
Exculpated Claim means any Cause of Action arising during the period
Exculpated Claim means any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, remedy, loss, and liability for any claim related to any act or omission in connection with, relating to, or arising out of the Debtors’ in- or out-of-court restructuring efforts, the Chapter 11 Cases or the administration of the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, implementation, consummation, pursuit of approval, or filing of the Plan Support Agreement and related transactions, the Original DIP Facility, the Disclosure Statement, the Investigation, the Plan, the Plan Supplement, the New DIP Facility, the Studio City Private Placement Equity Offering, the Exit Facility, the Backstop Agreement, or any Restructuring Transaction, contract, instrument, release, or other agreement, or document created or entered into in connection with the Plan Support Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Original DIP Facility, the Original DIP Facility Documents, the New DIP Facility, the New DIP Facility Documents, the Investigation, the Studio City Private Placement Equity Offering, the Exit Facility, the Exit Facility Documents, the Backstop Agreement, the solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of Confirmation, the consummation, administration, and implementation of the Plan, including the offer, issuance, and distribution of Plan securities, or the distribution of property under thePlan or any other related agreement, whether or not such Distributions occur following the Effective Date, the occurrence of the Effective Date, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date; provided, however, that Exculpated Claims shall not include any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, remedy, loss, and liability for any claim related to any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non- bankruptcy law.