Common use of Priority Tax Claims Clause in Contracts

Priority Tax Claims. Subject to Article VIII hereof, on the Effective Date or as soon as reasonably practicable thereafter, each Holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement, discharge and release of, and in exchange for, such Allowed Priority Tax Claim, at the election of the Debtors or Reorganized Debtors, as applicable: (i) Cash equal to the amount of such Allowed Priority Tax Claim; (ii) such other less favorable treatment as to which the Debtors (with the consent of the Required Consenting Noteholders) or Reorganized Debtors, as applicable, and the Holder of such Allowed Priority Tax Claim have agreed upon in writing; (iii) such other treatment such that it shall not be Impaired pursuant to section 1124 of the Bankruptcy Code; or (iv) pursuant to and in accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code, Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more than five (5) years after the Petition Date, plus simple interest at the rate required by applicable non-bankruptcy law on any outstanding balance from the Effective Date, or such lesser rate as is agreed to in writing by a particular taxing authority and the Debtors or Reorganized Debtors, as applicable, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code; provided, however, that Priority Tax Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business following the occurrence of the Effective Date by the applicable Reorganized Debtor in accordance with such applicable terms and conditions relating thereto without further notice to or order of the Bankruptcy Court. Any installment payments to be made under clause (iii) or (iv) above shall be made in equal quarterly Cash payments beginning on the Effective Date (or as soon as reasonably practicable thereafter), and continuing on a quarterly basis until payment in full of the applicable Allowed Priority Tax Claim.

Priority Tax Claims. Subject Except to Article VIII hereof, on the Effective Date or as soon as reasonably practicable thereafterextent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, each Holder of an Allowed Priority Tax Claim shall receive receive, in full and final satisfaction, settlement, release and discharge and release of, and in exchange for, such Allowed Priority Tax Claim, at the election sole option of the Debtors or Reorganized Debtors, as applicable: (i) Cash equal to the amount of such Allowed Priority Tax Claim; (ii) such other less favorable treatment as to which the Debtors (with the consent of the Required Consenting Noteholders) or Reorganized Debtors, as applicable, with the consent of the Requisite Consenting Creditors (subject to the parties’ rights and obligations under the Holder of RSA), (i) Cash in an amount equal to such Allowed Priority Tax Claim have agreed upon on, or as soon thereafter as is reasonably practicable, the later of (a) the Effective Date, to the extent such Claim is an Allowed Priority Tax Claim on the Effective Date, (b) the first Business Day after the date that is thirty (30) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, and (c) the date such Allowed Priority Tax Claim is due and payable in writing; the ordinary course, or (iiiii) such other treatment such that it shall not be Impaired pursuant reasonably acceptable to the Debtors or Reorganized Debtors (as applicable) with the consent of the Requisite Consenting Creditors (subject to the parties’ rights and obligations under the RSA) and consistent with the provisions of section 1124 1129(a)(9) of the Bankruptcy Code; or (iv) pursuant to and in accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of provided that the Bankruptcy Code, Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more than five (5) years after the Petition Date, plus simple interest at the rate required by applicable non-bankruptcy law on any outstanding balance from the Effective Date, or such lesser rate as is agreed to in writing by a particular taxing authority Debtors and the Debtors or Reorganized Debtors, as applicable, pursuant are authorized in their absolute discretion, but not directed, to section prepay all or a portion of any such amounts at any time without penalty or premium. For the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code; provided, however, that Priority Tax Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business following the occurrence of the Effective Date by the applicable Reorganized Debtor in accordance with such applicable terms and conditions relating thereto without further notice to or order of the Bankruptcy Court. Any installment payments to be made under clause (iii) or (iv) above shall be made in equal quarterly Cash payments beginning on the Effective Date (or as soon as reasonably practicable thereafter), and continuing on a quarterly basis until payment in full of the applicable Allowed Priority Tax Claim.

Priority Tax Claims. Subject Except to Article VIII hereof, on the Effective Date or as soon as reasonably practicable thereafterextent that a holder of an Allowed Priority Tax Claim and the Debtors agree to less favorable treatment to such holder, each Holder holder of an Allowed Priority Tax Claim shall receive be paid in full satisfactionin cash on the later of the initial distribution date under the Plan, settlement, discharge and release of, and in exchange for, the date such Allowed Priority Tax Claim, at the election of the Debtors or Reorganized Debtors, as applicable: (i) Cash equal to the amount of such Claim is Allowed Priority Tax Claim; (ii) such other less favorable treatment as to which the Debtors (with the consent of the Required Consenting Noteholders) or Reorganized Debtors, as applicable, and the Holder of date such Allowed Priority Tax Claim have agreed upon in writing; (iii) such other treatment such that it shall not be Impaired pursuant to section 1124 of the Bankruptcy Code; or (iv) pursuant to becomes due and in accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code, Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more than five (5) years after the Petition Date, plus simple interest at the rate required by applicable non-bankruptcy law on any outstanding balance from the Effective Datepayable, or such lesser rate as soon thereafter as is agreed practicable. Other Priority Claims The Allowed Other Priority Claims of all Debtors shall be Unimpaired. Except to in writing by the extent that a particular taxing authority holder of an Allowed Other Priority Claim and the Debtors or Reorganized Debtorsagree to less favorable treatment to such holder, as applicable, pursuant to section 1129(a)(9)(C) each holder of an Allowed Other Priority Claim shall be paid in full in cash plus Post-Petition Interest on the later of the Bankruptcy Codeinitial distribution date under the Plan, the date such other priority claim is Allowed and the date such Allowed Other Priority Claim becomes due and payable, or as soon thereafter as is practicable; provided, however, that Other Priority Tax Claims incurred by any Debtor that arise in the ordinary course of the Debtors’ business may and which are not due and payable on or before the Effective Date shall be paid in the ordinary course of business following in accordance with the terms thereof. CCO Credit Facility Claims CCO Credit Facility Claims shall be Unimpaired. The CCO Credit Facility Claims shall be Allowed in the aggregate amount of principal plus accrued interest to the Petition Date plus Post-Petition Interest and Fees, but excluding any call premiums or any prepayment penalties. Each Allowed CCO Credit Facility claim shall be reinstated and rendered Unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable non-bankruptcy law that entitles the holder of an Allowed CCO Credit Facility claim to demand or to receive payment of such Allowed CCO Credit Facility claim prior to the stated maturity of such Allowed CCO Credit Facility claim from and after the occurrence of a default. The Debtors shall waive and/or abjure any right to require any lender to make loans (whether term loans or revolving loans) under the CCO Credit Facility, other than loans outstanding as of the Effective Date Date. CCO Swap Agreement Claims CCO Swap Agreement Claims shall be Impaired and will be Allowed in the aggregate amount determined by the applicable Reorganized Debtor Bankruptcy Court plus Post-Petition Interest, but excluding any call premiums or any prepayment penalties. CCO Note Claims CCO Note Claims shall be Unimpaired. The CCO Note claims shall be Allowed in the aggregate amount of principal plus accrued interest to the Petition Date plus Post-Petition Interest and Fees, but excluding any call premiums or any prepayment penalties. Each Allowed CCO Note claim shall be reinstated and rendered Unimpaired in accordance with such applicable terms and conditions relating thereto without further notice to or order section 1124(2) of the Bankruptcy Court. Any installment payments Code, notwithstanding any contractual provision or applicable non-bankruptcy law that entitles the holder of an Allowed CCO Note claim to be made under clause (iii) demand or (iv) above shall be made in equal quarterly Cash payments beginning on to receive payment of such Allowed CCO Note claim prior to the Effective Date (or as soon as reasonably practicable thereafter), stated maturity of such Allowed CCO Note claim from and continuing on after the occurrence of a quarterly basis until payment in full of the applicable Allowed Priority Tax Claimdefault.

Priority Tax Claims. Subject Except to Article VIII hereofthe extent that a Holder of an Allowed Priority Tax Claim and the Debtor(s) against which such Allowed Priority Tax Claim is asserted agree to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and the discharge of each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall receive, at the option of the Debtors, either (i) the full unpaid amount of such Allowed Priority Tax Claim in Cash on the later of the Effective Date and the date on which such Priority Tax Claim becomes an Allowed Claim or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Priority Tax Claim is due or as soon as reasonably practicable thereafter), each Holder or (ii) equal annual installment payments in Cash, of an a total value equal to the Allowed Priority Tax Claim shall receive in full satisfaction, settlement, discharge and release of, and in exchange for, amount of such Allowed Priority Tax Claim, at the election of the Debtors or Reorganized Debtors, as applicable: (i) Cash equal to the amount of such Allowed Priority Tax Claim; (ii) such other less favorable treatment as to which the Debtors (with the consent of the Required Consenting Noteholders) or Reorganized Debtors, as applicable, and the Holder of such Allowed Priority Tax Claim have agreed upon in writing; (iii) such other treatment such that it shall not be Impaired pursuant to section 1124 of the Bankruptcy Code; or (iv) pursuant to and in accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code, Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more later than five (5) years after the Petition Date; provided that (i) in the event of a Restructuring, plus simple interest at notwithstanding any provision of the rate required Plan to the contrary, any Claim on account of a “use tax” assessed or assessable under applicable state law shall be assumed by and Reinstated against the applicable non-bankruptcy law on Reorganized Debtor and (ii) in the event of a Sale Transaction, any outstanding balance from Allowed Priority Tax Claim that has been expressly assumed by a Successful Bidder under the Sale Transaction Documentation shall not be an obligation of the Debtors. On the Effective Date, or such lesser rate as is agreed to in writing by a particular taxing authority and the Debtors or Reorganized Debtors, as applicable, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code; provided, however, that any Liens securing any Allowed Priority Tax Claims incurred by any Debtor shall be deemed released, terminated, and extinguished, in the ordinary course of business may be paid in the ordinary course of business following the occurrence of the Effective Date by the applicable Reorganized Debtor in accordance with such applicable terms and conditions relating thereto each case without further notice to or order of the Bankruptcy Court. Any installment payments to be made , act, or action under clause (iii) applicable law, regulation, order or (iv) above shall be made in equal quarterly Cash payments beginning on rule, or the Effective Date (vote, consent, authorization, or as soon as reasonably practicable thereafter), and continuing on a quarterly basis until payment in full approval of the applicable Allowed Priority Tax Claimany Person.

Priority Tax Claims. Subject to Article VIII hereof, on the Effective Date or as soon as reasonably practicable thereafter, each Each Holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date shall receive in full and final satisfaction, settlement, release, and discharge and release of, of and in exchange forfor such Holder’s Allowed Priority Tax Claim: (a) the treatment provided by section 1129(a)(9)(C) of the Bankruptcy Code; (b) a Cash payment on, or as soon as reasonably practicable after, the later of the Effective Date or the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, at the election of the Debtors or Reorganized Debtors, as applicable: (i) Cash equal to the amount of such Allowed Priority Tax Claim; or (iic) such other less favorable treatment as to which the Debtors (with the consent of the Required Consenting Noteholders) or Reorganized Debtors, as applicable, and may be agreed upon between the Holder of such Allowed Priority Tax Claim have agreed upon in writing; (iii) such other treatment such that it and the applicable Debtor, with the consent of the Requisite Consenting Senior Secured Noteholders, which consent shall not be Impaired pursuant to section 1124 of the Bankruptcy Code; or (iv) pursuant to and unreasonably withheld. If payment is made in accordance with sections section 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code), Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more than five (5) years after the Petition Date, plus simple shall be made quarterly and interest at the rate required by applicable non-bankruptcy law on any outstanding balance from shall accrue in accordance with 26 U.S.C. § 6621. On the Effective Date, or Liens securing such lesser rate as is agreed to Allowed Secured Tax Claim shall be deemed released, terminated and extinguished, in writing by a particular taxing authority and the Debtors or Reorganized Debtors, as applicable, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code; provided, however, that Priority Tax Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business following the occurrence of the Effective Date by the applicable Reorganized Debtor in accordance with such applicable terms and conditions relating thereto each case without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule or the vote, consent, authorization or approval of any Person. Any installment payments to be made under clause (iii) or (iv) above shall be made in equal quarterly Cash payments beginning To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date (Date, such Claim may be paid in full in Cash in accordance with the terms of any agreement between the Debtors and the Holder of such Claim, or as soon as reasonably practicable thereafter)may be due and payable under applicable non-bankruptcy law, and continuing on a quarterly basis until payment or in full the ordinary course of the applicable Allowed Priority Tax Claimbusiness.

Priority Tax Claims. Subject to Article VIII hereofOn, on the Effective Date or as soon as reasonably practicable thereafterafter, the later of (i) the Distribution Date or (ii) the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, each Holder holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement, release and discharge and release of, of and in exchange forfor such Allowed Priority Tax Claim (a) with the consent of the Required Lenders, Cash equal to the unpaid portion of such Allowed Priority Tax Claim, at the election of the Debtors or Reorganized Debtors, as applicable: (ib) Cash payments over time in an aggregate principal amount equal to the amount of such Allowed Priority Tax Claim; Claim plus simple interest on the unpaid portion thereof at the rate of seven percent (ii7%) per annum from the Effective Date through the date of payment thereof, or (c) such other less favorable treatment as to which the Debtors (a Debtor, with the consent of the Required Consenting Noteholders) or Reorganized Debtors, as applicableLenders, and the Holder such holder shall have agreed upon in writing. Cash payments of principal shall be made in annual installments, each such installment amount being equal to ten percent (10%) of such Allowed Priority Tax Claim have agreed upon in writing; (iii) such other treatment such that it shall not plus accrued and unpaid interest, with the first payment to be Impaired pursuant to section 1124 due on or before the first anniversary of the Bankruptcy Code; or (iv) pursuant to and in accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code, Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more than five (5) years after the Petition Date, plus simple interest at the rate required by applicable non-bankruptcy law on any outstanding balance from the Effective Date, or such lesser rate as soon thereafter as is agreed practicable, and subsequent payments to in writing by a particular taxing authority and be due on the Debtors or Reorganized Debtors, as applicable, pursuant to section 1129(a)(9)(C) anniversary of the Bankruptcy Codefirst payment date or as soon thereafter as is practicable; provided, however, that any installments remaining unpaid on the date that is six years after the date of assessment of the tax that is the basis for the Allowed Priority Tax Claims incurred by any Debtor in the ordinary course of business may Claim shall be paid in the ordinary course of business following the occurrence of the Effective Date by the applicable Reorganized Debtor in accordance with such applicable terms and conditions relating thereto without further notice to or order of the Bankruptcy Court. Any installment payments to be made under clause (iii) or (iv) above shall be made in equal quarterly Cash payments beginning on the Effective Date (first Business Day following such date, or as soon thereafter as reasonably practicable thereafter)is practicable, together with any accrued and continuing on a quarterly basis until payment unpaid interest to the date of payment; and provided further that the Debtors reserve the right to pay any Allowed Priority Tax Claim, or any remaining balance of any Allowed Priority Tax Claim, in full at any time on or after the Distribution Date without premium or penalty; and provided further that no holder of an Allowed Priority Tax Claim shall be entitled to any payments on account of any pre-Effective Date interest accrued on or penalty arising after the applicable Petition Date with respect to or in connection with such Allowed Priority Tax Claim.

Priority Tax Claims. Subject Except to Article VIII hereof, on the Effective Date or as soon as reasonably practicable thereafterextent that LegacyCo and a holder of an Allowed Priority Tax Claim against any of the Debtors agree to a different treatment of such Claim, each Holder holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement, discharge and release of, and in exchange for, such Allowed Priority Tax Claimreceive, at the election option of the Debtors or Reorganized DebtorsDebtors (other than New Permian Corp. and New Permian LLC), as applicable: (i) Cash equal to the amount of such Allowed Priority Tax Claim; (ii) such other less favorable treatment as to which the Debtors (, with the consent of the Required Requisite Consenting NoteholdersSecond Lien Creditors, (a) or Reorganized Debtors, as applicable, and the Holder of Cash in an amount equal to such Allowed Priority Tax Claim have agreed upon in writing; (iii) such other treatment such that it shall not be Impaired pursuant to section 1124 of the Bankruptcy Code; or (iv) pursuant to and in accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code, Cash in an aggregate amount of such Allowed Priority Tax Claim payable in regular installment payments over a period ending not more than five (5) years after the Petition Date, plus simple interest at the rate required by applicable non-bankruptcy law on any outstanding balance from the Effective Date, or such lesser rate as is agreed to in writing by a particular taxing authority and the Debtors or Reorganized Debtors(b) Cash, as applicable, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code; provided, however, that Priority Tax Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business following the occurrence of the Effective Date by the applicable Reorganized Debtor in accordance with such applicable terms and conditions relating thereto without further notice to or order of the Bankruptcy Court. Any installment payments to be made under clause (iii) or (iv) above shall be made in equal quarterly Cash payments beginning semi-annual installments commencing on the first (1st) Business Day following the Effective Date (or as soon thereafter as is reasonably practicable thereafter), and continuing on a quarterly basis until payment in full of the applicable after such Claim becomes an Allowed Priority Tax Claim) and continuing over a period not exceeding five (5) years from and after the Petition Date, together with interest accrued thereon at the applicable nonbankruptcy rate, which as to any Allowed Priority Tax Claim of the Internal Revenue Service on behalf of the United States shall be the applicable rate specified by the Tax Code, as of the Confirmation Date, applied pursuant to section 511 of the Bankruptcy Code, subject to the sole option of the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) to prepay the entire amount of the Allowed Priority Tax Claim. All Allowed Priority Tax Claims against any of the Debtors that are not due and payable on or before the Effective Date shall be paid in the ordinary course as such obligations become due.