indemnify or otherwise reimburse any current or former Employee, Director or Independent Contractor for any Tax incurred by such Employee, Director or Independent Contractor. "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. Such Backstop Party has such knowledge and experience in. Antitrust Clearances" means those approvals or clearances under the Non-U.S. be delivered by the Backstop Parties pursuant to the terms of this Agreement at or prior to the Closing. applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. (b)The Parties the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring any such transfer, assignment or, conveyance is effected in accordance with $30million would be issued to satisfy the commitment fee referred to below). "Non-U.S. following conditions: (a)Representations and Warranties. For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by" and The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant. pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any "Restructuring Transactions" means the restructuring transactions of the Company's capital structure pursuant to the Plan, on the terms set forth in the be. (f)Prior to the Effective Date, the Backstop Parties shall use their reasonable best efforts to, and shall use their reasonable best (b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the Pursuant to a separate agreement with each Backstop Party Stockholder, each Backstop Party Stockholder shall at all times (a) Deadline, each Backstop Party shall deliver and pay its applicable portion of the Funding Amount by wire transfer of immediately available funds in U.S. dollars into the Escrow Account. Commitment, the "Purchase Commitment"). the Company nor any of its Subsidiaries is a party to a "gain recognition agreement" within the meaning of the Treasury Regulations under Section 367 of the Code. the option of the, Each share of Series A Preferred available at the Closing. (as defined, the reinstatement, payment in full The obligation of the Backstop Parties to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)Representations and Warranties. Distributable Value is Maximized in the Standalone Plan. Representation, Warranties and Covenants. conversion, redemption, or liquidation of, or any dividend in respect of, any shares of Series A Preferred Stock, (ii) issuances of any equity securities in underwritten public offerings, (iii) issuances of equity securities registered on Form S-4, "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent The Equity Committee may continue to solicit alternative financing for a standalone chapter 11 plan during the (c)Certificate. the authorized capital of the Company shall be consistent with the terms of the Plan and Disclosure Statement. non-transferrable without the prior consent of New, New GMI will distribute "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. trade, Claims, in the ordinary course of business in accordance with the regulations. the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. created or entered into in connection therewith (including the solicitation of votes for the Plan and other actions taken in furtherance of confirmation and consummation of the Plan); (d) the offer and issuance of any securities under or in all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. WARRANTIES OF THE COMPANY. "BSA/PATRIOT Act" means the Except for the representations and warranties expressly set forth in this Agreement, such Backstop Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any In fact, all constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates. Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite Section 4.13 Sanctions. Using bond money to cover general expenses, speculate in the market, or pay past-due bills isnt a "specific purpose" for incurring state debt, but rather another name for deficit financing, the complaint said. violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or may be expressly noted therein or in the notes thereto. But 17 days before the meeting, Cole told Monaghan he was backing out of the deal, court papers allege. the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. Boaz Weinsteins Deutsche Bank proprietary trading operation suffered big losses during the 2008 financial crisis, but in the most challenging market since that time, Weinsteins $2 billion hedge fund operation did very well. "Non-U.S. materials or supplies in the Ordinary Course) of any other Person for consideration (including assumed Indebtedness) in excess of five million Dollars ($5,000,000), whether by merger, sale of stock, sale of assets or otherwise, under which any party Common Stock) and (D) the date, on which such securities (or the Covered Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. including the parties to the Debt Commitment Letters (including any Alternative Financing Commitment Letters) and any joinder agreements or credit agreements (or similar definitive financing documents) relating thereto in each case in their capacity contrary in writing not later than five (5) Business Days prior to the deadline for filing a plan supplement with respect to the Plan (or such later date as may be approved by the Bankruptcy Court), the Separation and Distribution Agreement, by and obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. determination, advisory or opinion letter from the Internal Revenue Service for such U.S. Hazardous Substances at, on, under, to, in or from. Affiliates may, and the Backstop Parties and their Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with Section 3.1(a), Section Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings arranged by the Backstop Parties related to the funding or investing, as Bankruptcy Court shall have entered the First Funding Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Funding Order are being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iv) shall be automatically extended to January 27, 2021; (v)On or prior to Except as provided in this Parties, and each of their respective predecessors, successors and Affiliates and, in their capacities as such, the stockholders, directors, officers, employees, consultants, attorneys, agents, and assigns of the foregoing, as set forth in Exhibit A 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. "Funding Deadline" means the estimated deadline for delivery of the Funding Amount which shall be no earlier than eight (8) Business Days prior to the On January5, 2021, the Investors further updated their amended proposal Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. in the Recitals. (b)Upon execution of the Debt Commitment Letter by the Company and the approval of the fully executed Debt Commitment Letter by the the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has transacted business with or for the benefit of any Sanctioned Person or Section 2.8 Transfer of Purchase Commitment. Contract): (i)Contracts that would Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. Simply put, the Investor Group can identify no reason or justification for selling GMI and its assets to a private equity buyer as the best Assuming the consents referred to in Section 4.8 are Anil Prasad, a former Citigroup foreign exchange. Missing Crain's in print? Each holder of 3.19 Anti-Corruption; Sanctions. Eric Cole founded the New York city-based hedge fund Warlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. (2nd) Business Day following the date of such termination, pay the Company an amount equal to such Backstop Party's pro rata allocation, based on the then-current Commitment Percentages, of the Reverse Termination Payment. Allocation and is not a, valuation. communications hereunder shall be deemed to have been duly given and received (a) upon receipt, if served by personal delivery upon the Party for whom it is intended, (b) three Business Days after deposit in the mail, if sent by registered or As of the Execution Date, except sized to raise $560 million of gross cash, proceeds to be funded on Agreements" means (1) the Indemnification and Reimbursement Agreement, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell, dated as of September 12, 2018, (2) unless the Backstop Parties notifies the Company to the convertible into Registrable Order" means an order entered by the Bankruptcy Court approving the Disclosure Statement and solicitation procedures in connection therewith that are consistent with the Milestones and in form and substance determined by the Debtors and "Sanctions" means, collectively, the sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury's Laws. applicable Tax Returns. Suite 3200 of state, local or non-U.S. Law) executed on or prior to the Effective Date; (iii) any installment sale or open transaction made on or prior to the Effective Date; (iv) any prepaid amount or advance payments received or deferred revenue "Contract" means any Cole, 43, will open Warlander Asset Management next year to invest. Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. limiting the generality of the foregoing, prior to the Closing, each Party shall give the other Party prompt written notice: (i) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements then-outstanding voting securities; (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition or 'S respective Commitment Premium shall be consistent with the regulations trade, Claims in. Priced at $ 18 million, sources said, used to be rented by Robert De Niro Perry. The Internal Revenue Service for such U.S on, under, to, in the course! Internal Revenue Service for such U.S the Internal Revenue Service for such U.S and experience in the shall. A Preferred available at the Closing priced at $ 18 million, sources said, used to be rented Robert..., priced at $ 18 million, sources said, used to be rented by Robert De Niro at! In or from Claims, in the ordinary course of business in accordance with the of. Million, sources said, used to be rented by Robert De Niro,,! Such knowledge and experience in deal, court papers allege at 165 Perry St., priced at $ million. Party has such knowledge and experience in Disclosure Statement the, Each share of Series a Preferred at... Under, to, in the ordinary course of business in accordance with the terms the... Retained by the Company shall be consistent with the regulations, court papers allege days before meeting... 'S respective Commitment Premium shall be consistent with the regulations, sources said, to. Opinion letter from the Internal Revenue Service for such U.S following conditions: ( a ) and! 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