Other Key Terms. The Project Agreement contains a number of other key terms, including: a)
Other Key Terms. Mutual Releases, Third Party Releases and Exculpation The Plan shall include usual and customary releases, including but not limited to, (a) mutual releases by and among the Debtors and the Consenting Lenders and each of their respective former and present officers, directors, agents, investors, attorneys, advisors, employees, shareholders, predecessors, successors, representatives, assigns, and affiliates (collectively, the “Released Parties”) and (b) releases for the benefit of the Released Parties by all holders of claims and interests, in each case to the fullest extent permitted under applicable law, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a final order by a court of competent jurisdiction to constitute bad faith, fraud, willful misconduct, knowing violation of law or gross negligence. In addition, the Plan shall include usual and customary exculpation provisions, which shall, among other things, exculpate the Debtors and all professionals and each of their respective former and present officers, directors, agents, investors, attorneys, advisors, employees, shareholders, predecessors, successors, representatives, assigns, and affiliates with respect to any act or omission in connection with, relating to, or arising out of the Restructuring, including but not limited to the Chapter 11 Cases, to the fullest extent permitted under applicable law, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a final order by a court of competent jurisdiction to constitute bad faith, fraud, willful misconduct, knowing violation of law or gross negligence. Reorganized AAC Equity Interests If a Reorganization Transaction is consummated, on the Effective Date, Reorganized AAC Holdings, Inc. (“Reorganized AAC”) shall issue new common stock or units (the “Reorganized AAC Equity Interests”) in accordance with the terms of the Plan and the new organizational documents, without the need for any further corporate or shareholder action. The Reorganized AAC Equity Interests shall not be registered under the Securities Act, and shall not be listed for public trading on any securities exchange. None of the Reorganized Debtors will be a reporting company under the Exchange Act. The Reorganized AAC Equity Interests and the New Warrants will be issued pursuant to section 1145 of the Bankruptcy Code and be freely transferrable ...
Other Key Terms. 4.1 Correction Period Start Date: Pursuant to Article 20, Section 20.1, the one-year correction of Work period shall commence upon [the date Contractor achieves Substantial Completion of the Work] [the date Contractor achieves Final Completion of the Work] [the date the applicable Governmental Authority issues a final Certificate of Occupancy for the entire Work].
Other Key Terms. Restructuring Documents All Restructuring Documents shall be consistent in all respects with the Restructuring Support Agreement and this Restructuring Term Sheet. The Plan Supplement shall also contain a “Description of Restructuring Transactions” which shall include a description of the transaction steps to be implemented to effectuate the Restructuring, including any changes to the corporate and/or capital structure of the Reorganized Debtors (to the extent known) to be made on the Effective Date, as determined by the Debtors with the reasonable consent of the Requisite Consenting Creditors except to the extent otherwise expressly set forth herein. For the avoidance of doubt, changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of one or more of the Debtors into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holding companies with respect to the Reorganized Debtors, (iii) the issuance of intercompany liabilities and/or intercompany equity, and (iv) any “election” that may be made for United States federal income tax purposes. Critical Vendors The Debtors will treat certain holders of General Unsecured Claims as “critical vendors” pursuant to first-day orders, subject to the terms of the DIP Facilities. Milestones The Debtors shall comply with the milestone deadlines set forth on Exhibit 2 attached hereto. Exit Debt Facility On the Effective Date, the Reorganized Debtors shall enter into an exit debt financing facility (the “Exit Debt Facility”) in an aggregate principal amount necessary to repay, satisfy or fund, as applicable, (i) the aggregate amount of claims outstanding under the DIP Term Facility as of the Effective Date, (ii) the aggregate amount of FILO Note Claims outstanding as of the Effective Date (to the extent such claims are not reinstated or treated pursuant to section 1129(b) of the Bankruptcy Code under the Plan), (iii) up to an additional $82 million; provided, however that the Reorganized Debtors shall have minimum liquidity (including unrestricted cash and availability under the Exit ABL Facility as of the Effective Date) of $65 million; provided, further, however, that the principal amount of the Exit Debt Facility may be further increased with the prior written consent of the Requisite Consenting Creditors. The terms, conditions and amount of the Exit Debt Facility shall otherwise be reasonably acceptable t...
Other Key Terms. The Company agreed to share ownership jointly with Shanghai Pharmaceuticals over the patents and the rights to patent application relating to Such Pharmaceuticals within the Region for Cooperation and complete the change of registration for the relevant patents and patent application rights or jointly apply for patents from and including the day on which Shanghai Pharmaceuticals pays (on a cumulative basis) 50% of the preliminary research and development expenses of Such Pharmaceuticals after the signing of the Strategic Cooperation Agreement. Intellectual property rights (unlimited by the Region for Cooperation) arising from the joint research and development after the entry of the Strategic Cooperation Agreement shall be shared by both parties. If any such intellectual property right is eligible for the application for patents (unlimited by the Region for Cooperation), both parties shall have joint ownership over such patents and the rights to such patent application; if patent application is not available at the relevant time, both parties shall jointly own such new proprietary technology. The ownership and interest of the certificate of new drugs relating to Such Pharmaceuticals shall be jointly owned by both parties. Each party shall be entitled to 50% of the revenue of Each Pharmaceutical within the Region for Cooperation. Details of the allocation of revenue shall be separately agreed between both parties through negotiations prior to the commencement of production and sales of Each Pharmaceutical. Having considered that (i) the terms and conditions of the Strategic Cooperation Agreement were entered into after arm-length negotiation between the parties; (ii) each party is entitled to 50% of the revenue of the Each Pharmaceutical within the Region for Cooperation; (iii) the parties share ownership jointly over the patents and rights to patent application relating to Such Pharmaceuticals within the Region for Cooperation; and (iv) the parties share the intellectual property rights arising from the joint research and development after the entry of the Strategic Cooperation Agreement, the Board is of the view that the allocation of the research and development expenses as to 80% by Shanghai Pharmaceuticals and as to 20% by the Company was entered into on normal commercial terms or better, and is fair and reasonable and in the interests of the Company and its Shareholders as a whole. INFORMATION ON SUCH PHARMACEUTICALS Information relating to Such Pharm...
Other Key Terms. 8. Supplier Handbook SDA’s Supplier Handbook 2020/21 NSW – Sydney Milk Region, which is attached as Schedule 1 to this MSA, contains important information relating to your supply of Milk. The terms of the Supplier Handbook are expressly incorporated, and form part of, this MSA.
Other Key Terms. Restructuring Documents All Restructuring Documents shall be consistent in all respects with the Restructuring Support Agreement and this Restructuring Term Sheet. The Plan Supplement shall also contain a “Description of Restructuring Transactions” which shall include a description of the transaction steps to be implemented to effectuate the Restructuring, including any changes to the corporate and/or capital structure of the Reorganized Debtors (to the extent known) to be made on the Effective Date, as determined by the Debtors with the reasonable consent of the Requisite Consenting Creditors except to the extent otherwise expressly set forth herein. For the avoidance of doubt, changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of one or more of the Debtors into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holding companies with respect to the Reorganized Debtors, (iii) the issuance of intercompany liabilities and/or intercompany equity, and (iv) any “election” that may be made for United States federal income tax purposes. Critical Vendors The Debtors will treat certain holders of General Unsecured Claims as “critical vendors” pursuant to first-day orders, subject to the terms of the DIP Facilities. Milestones The Debtors shall comply with the milestone deadlines set forth on Exhibit 2 attached hereto.
Other Key Terms. Incremental Payments Subject to the occurrence of the RSA Effective Date and acceptance of the Plan by the Senior Notes class, Frontier will make a cash payment on the Plan Effective Date (to the extent of available Excess Cash10) to each holder of Senior Notes (the “Incremental Payments”). The Incremental Payments allocable to each holder of each series of Senior Notes shall be based on each such series’s pro rata share of the Incremental Payment Amount (as defined below). “
Other Key Terms. Term The term of this Agreement shall be concurrent with the term of the License Agreement (as defined in the JV Contract), subject to termination provisions and other terms to be agreed to by the parties in the supply agreement to be executed in terms and conditions consistent with the provisions of this Supply Agreement Key Terms.
Other Key Terms a. It is mutually agreed that MRL will assign all its rights under the Loan Agreement to its wholly owned subsidiary, Pokka HK upon Closing. The parties shall procure Pokka HK to consent to such assignment and pay MRL all facility drawn by Ms. Xxxxxxx Xxxx under the Loan Agreement as consideration of such assignment.
