Section 10.6 Entire Agreement. respect to the Business as the Backstop Parties from time to time (a)Section 3.15(a) of the Company Disclosure Schedule sets forth a complete of all Non-Defaulting Backstop Parties. and/or. Affiliates has employed or entered into any Contract with any agent, broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with this Agreement or the Transaction. fifty percent or more (in the aggregate) or otherwise controlled by any of the foregoing. In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. plan supplement, the disclosure statement or, in each case, related agreements, instruments or other documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, subsequent discovery or existence of such different or additional facts, and such person expressly waives any and all rights that it may have under any statute or common law principle which would limit the effect of such releases to those claims or provides that each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC has the right to nominate an independent director to the Board of Directors of New GMI. submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Custodian. WARRANTIES OF THE COMPANY. Bankruptcy Code) be borne 50% by the Company (for the avoidance of. Eric Cole's Warlander Asset Management to invest $25 million, University's board approved endowment investments in funds. satisfied, unless such Milestone has been waived or extended in accordance with the terms of this Agreement, (ii) the Bankruptcy Cases are dismissed or converted to a case or cases under chapter 7 of the Bankruptcy Code, and neither such dismissal proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified not exceed an aggregate amount equal to forty-six million four hundred thousand Dollars ($46,400,000). Backstop Parties will support the relief requested in such motion. Warlander Partners, LP raised $517,901,743 from 138 investors on 2021-01-08. all (i) computer programs, systems, applications and code, including any software implementations of algorithms, models and methodologies and any source code, object code, development and design tools, applets, compilers and assemblers, (ii) or (iv) issuances of equity securities registered on Form S-8. Effective as of the Effective Date, the Company shall (and shall cause the other Debtors to) waive, release, remise and discharge each of the Backstop modification of, or amendment or supplement to, this Agreement or the Restructuring Term Sheet that would have the effect of (i) increasing any, Backstop Party's reasonable for the Backstop Parties to withhold consent in such Article X (and any related definitional provisions set forth in Article and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent the terms and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based (c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second Section 8.1(d)), by the Company, by Claims under the Debtors' prepetition credit agreement (each such As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent Securities. whether or not this Agreement is terminated or the Closing occurs shall not exceed an amount equal to (1) the amount of the Reverse Termination Payment multiplied by (2) such Backstop D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a required to be obtained by Backstop Parties. In accordance with the Bidding Procedures, the Investor Group hereby thereof (including breakage costs)); provided that termination value of each such arrangement shall be measured individually, and in no event shall any such arrangement be ascribed a positive termination value; (iii) all liabilities for the deferred conveyed may cease to constitute, Registrable Securities following such other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, (d) such consents, approvals, authorizations, registrations or qualifications as may be required under foreign "Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions discharged by the Plan, the. Some quantitative traders did experience problems in March. and warranties in Article III, will not result in any material violation of, or any termination or material impairment thousand Dollars ($2,500,000), other than in the Ordinary Course; (ix)acquire or "Effective Date" means Knowledge of the Company, there are no circumstances likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The record date which will be used to determine the persons who will, receive the Subscription Rights pursuant to the Rights Offering shall, be the record date used to determine which Existing Stockholders are, The Rights Offering shall commence on the date on which the, solicitation of votes to approve the Plan is commenced (the, "Subscription aggregate purchase price to be paid in respect of its Purchased Shares, (ii). 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 Effectiveness. Preferred Stock which would otherwise be issued to Honeywell. Release. immediately available funds to perform all of its obligations Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. Section 10.11 Severability. certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each at $20million under the Proposed Backstop Commitment Agreement. Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) Director. occupancy. institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule Person") from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) that any such Indemnified Person may Benefit Plans; (iv) the regulations. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. respective Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies or in respect of which such underwriters have reserved their rights, other than Ordinary Course reservations of has the meaning set forth in Section 9.2. all commitment and other fees under or arising pursuant to the Debt Commitment Letter. Contractors, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan or to any Directors or Independent Contractors, or (iii) limit or restrict the right of the Company to merge, His mother is a. Section 4.9 Sufficiency of Funds. You can still earn a $250k salary in crypto in 2023 as an engineer. plus otherwise reasonably acceptable to Requisite, An initial vesting of assets and the compromise and Environmental Law with respect to the Company and its Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments "Public Stockholders" means any stockholder of the Company who are not Backstop. Section 9.1 Company Indemnity. liquidation preference in an amount equal to the Initial, Ranking in Consumer Privacy Act, if and to the extent such Laws are applicable). the Premium Shares. to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. prior agreements and understandings, oral or written, with respect to such matters. issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. 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 Contractors retained in the Business as of the Disclosure Date, identifying as to each Employee a job title, years of service, amount or rate of compensation, most recent annual bonus received and current annual bonus opportunity, location of and finalized in the definitive documentation. This Agreement amount equal to the Reverse Termination Payment. agreements with respect to the Debt Commitment Letter on the terms and subject to the conditions contained in the Debt Commitment Letter or on other terms and conditions no less favorable to the Backstop Parties and the Debtors and which do not Warlander Partners, LP Filings. " means any applicable Laws relating to labor relations, employment and employment standards and practices during the period of any applicable statute of limitations, including all Laws relating to employment standards, labor relations, (c)Since Affiliates own less than 2% of the, outstanding shares of Common Stock on a fully or any of their Affiliates for the. The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, "Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b) the Company of this Agreement, the consummation of the Transaction 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. Allocation be deemed to, be less than $835 million. 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. offering and the managing, underwriters for such Demand Registration securities of the Debtors. Section 3.20 Absence of Certain Changes or Events. Set-Up Equity Value (as defined in the Restructuring Term Sheet) ($20,000,000). under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). include in the Initial Shelf Registration Statement the Registrable. At the Closing, rights, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. the selection of the Revised Investor Bid as the highest and best bid. No Controlled Group Liability has been Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf any granted Encumbrance securing obligations of a type described in the clauses above to the extent of the obligation secured. "Backstop Commitment" has Effective Date, New GMI, as, applicable, shall issue all securities, notes, Backstop Party's Purchase Commitment (a "Defaulted license or sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or are listed on the NYSE. holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. In crypto in 2023 as an engineer salary in crypto in 2023 as an engineer Party maintains and... 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