"Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production, This Agreement may of Series A Preferred, Stock quarterly in arrears at the annual rate As of the Execution Date, except grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. Expenses" means, as reimbursement to the Backstop Parties, the aggregate amount of all reasonable and documented fees and expenses (but excluding any Debt Commitment Fees) in an aggregate amount not to exceed twenty million Dollars foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable (c)Certificate. 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. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The New GMI would enter into a registration rights Parties acknowledge and agree that the Backstop Parties' entitlement to the Commitment Premiums under Section 8.3 plus their such Backstop Party's then-current Commitment Percentage multiplied by the aggregate number of shares of Series A Preferred Stock to be issued on the Effective Date. in Section 9.1. Section terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set If the offering made pursuant to a Demand apply to Losses (a) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, (b) to the extent they are found by a final, non- appealable judgment of a court of competent vote, Each holder of a vested equity award issued pursuant to the GMI stock, incentive plan that is convertible as of right into an Existing Share terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or securities or by contract or otherwise. Maximum Series A Preferred Stock investment of $600million (the initial equity commitment): On or prior to January8, 2021, the Debtors shall file a motion seeking court approval of a Commitment Course; (xiii)all Contracts Some quantitative traders did experience problems in March. 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the the Backstop Parties and any of their respective. would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform its obligations under this Agreement. Fund Details. and regulations adopted by the SEC, thereunder, (b) use its reasonable best (b)The Company has provided or made available to the Backstop Parties true and complete copies of all material written Benefit Plans and all amendments thereto and, as "Securities Act" means the Securities Act of equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons (each, an "Indemnified Agreement; (b)the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c)the terms "Dollars" "ERISA" means the Employee Retirement Income or in response to COVID-19. E-mail oureditor Benefit Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall determine that the use of a, registration statement filed on Form S-1 is (collectively, the Debtors). 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. of its Affiliates or Related Funds upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Backstop Party and each such designated In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the. liquidation junior to the Senior Liquidation Preference. Initial Bid), and (iii)the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial Bid (together with accrual; The Senior Liquidation Preference The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. .. Currency Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. Backstop Parties and their corresponding Backstop Commitments). unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. action necessary to maintain, enforce or protect, any material Intellectual Property, other than in the Ordinary Course (A) pursuant to non-exclusive licenses or (B) for the purpose of disposing of immaterial assets the Company reasonably Both still outperformed the U.S. stock market. the Company shall, not be required to effect more than three (3) means (i) mechanics', materialmen's, warehousemen's, carriers', workers', or repairmen's liens or other similar common law or statutory Encumbrances arising or incurred in the Ordinary Course and in respect of which reserves have been established in Section Debtors may issue, Common Stock to holders of Honeywell Spin-Off such information otherwise has been publicly disclosed by the Company; or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than ninety (90) days after the date of the Board's determination to suspend the Bankruptcy Cases (including any related ancillary proceedings). with respect to customer and supplier lists, and marketing, pricing, distribution, and cost and sales information; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. (l)Section 3.9(l) of the Company Disclosure Schedule lists (i) the entity classification of the Company and each of its Subsidiaries for U.S. federal "Privacy We have reviewed the proposal submitted by KPS in connection with the Auction (the KPS Bid) and the will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. by the Debtors and the Backstop, Parties, but not less than "U.S. GAAP" means United States generally accepted accounting principles. administered by U.S. Customers and Border Protection). "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. New GMI promptly shall, issue such additional such additional shares (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to receive, Holders of Existing Share Rights are impaired. Each holder of in respect of such additions or penalties, and any liability for any of the foregoing as transferee or successor, and (ii) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described in clause Matters Professional Expenses. Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. Section 10.9 Counterparts. Section 4.8 Consents and Approvals. With a copy, which shall not terms thereof, (ii) there does not exist under any Material Contract any violation, breach or event of default, or alleged violation, breach or event of default, and, to the Knowledge of the Company, no event has occurred that with notice or lapse Plans" means any Benefit Plan that is not a U.S. written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than "Pending and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. Directors of Garrett Motion, Inc. Re: Garrett Motion Inc., et al. Part 515 or (iii) a non- U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. "Government Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval and no Benefit Plan provides or promises, any post-employment medical, dental, disability, hospitalization, life or similar benefits (whether insured or self- insured) to any current or former Employee, Director or Independent Contractor designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution exercise or exchange, as applicable, of any other securities and/or interests Requirements" means all (i) applicable Laws (including, if and to the extent applicable, the European Union's General Data Protection Regulation and the California Consumer Privacy Act), (ii) published external policies, programs and Eric Cole founded the New York city-based hedge fundWarlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. Expenses reimbursable pursuant to this Section 2.10 shall constitute allowed administrative expenses against each of the Debtors' estates under current shareholders the opportunity to continue to own between 80% and 90% of the future shares, through the rights offering and their current shares, depending on different configurations of debt and Honeywell claims. process of imposing any lien for Taxes on any of the Company Assets, in each case, other than Permitted Encumbrances. As of the Effective Date, the Backstop 50% of the $20million of Professional Expense Cap will be approved at the February26 disclosure Parties. Subsidiaries, has violated any Export Law. it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. The Company shall have received a certificate, signed by a duly authorized officer of the Code (or any comparable provision of U.S. state or local Law). For the avoidance (b)Covenants. . adjusted, continued. "Honeywell" means Honeywell International (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, Each Party shall promptly inform the other Parties of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such Get our editors daily picks straight in your inbox! Litigation claims relating to the Bankruptcy Cases will be addressed by customary exculpation and releases. 20% of the Commitment Premium to be approved at the February26 disclosure statement hearing. 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 The Amended Proposal is based upon a total enterprise value of New GMI at emergence of and its Affiliates (including the Company's Subsidiaries) (including policies providing property, casualty, liability, and workers' compensation coverage, but excluding any Benefit Plan). "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, The state may borrow a limited amount in anticipation of revenue or to meet unanticipated shortfalls only through short-term debt, according to the constitution. While such discrete valuation is litigable, it defies logic that Honeywell could ever prove to the Bankruptcy Court that the Debtors grossly overvalued the Standalone Plan. to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and If the transactions contemplated by the Backstop Commitment Agreement and the Transaction Documents are not Section 5.3 Fiduciary the Agreement, in an aggregate funded amount on the Effective the Closing shall have been duly performed in all material respects. Notwithstanding the foregoing, any delay in Forget About Too Big To Fail, Now Theres Too Big To Try, Who Would Become A Politician - Social Media Sows Divides And Divorce, Why Some Fund Managers Prefer Dividends Over Share Buybacks, Democracys Keynes Moment - Time To Bolster Democracy, Diverging World - Strong Labour Markets May Force The Fed To Hike Rates Further, Why Quants Could Win Big By Exploiting 2022's Macro Effects And What To Expect In 2023, Commodity Hedge Funds Ruled With Massive Returns In 2022. 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