Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied on or prior to the Effective Date or waived pursuant to the provisions of Article IX.B of the Plan: 1. the Confirmation Order shall have been entered and such order shall not have been stayed, modified, or vacated on appeal; 2. the Professional Fee Escrow shall have been established and funded with Cash in accordance with Article II.B.1 of the Plan; 3. the Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been Filed with the Bankruptcy Court pursuant to the terms of the Plan and the Restructuring Support Agreements; 4. the Debtors shall have received both the PropCo Tax Letter and the REIT Opinion Letter; 5. CEC and CAC shall have consummated the transactions contemplated by the Merger Agreement, creating New CEC; 6. New CEC shall have paid the New CEC Cash Contribution to the Debtors; 7. OpCo shall have been formed and the OpCo Organizational Documents shall be effective; 8. PropCo shall have been formed and the PropCo Organizational Documents shall be effective; 9. PropCo GP shall have been formed and the PropCo GP Organizational Documents shall be effective; 10. the REIT shall have been formed and the REIT Organizational Documents shall be effective; 11. if applicable, CPLV Mezz shall have been formed and the CPLV Mezz Organizational Documents shall be effective;
Appears in 4 contracts
Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support, Forbearance, and Settlement Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Plan Effective Date that the following conditions shall have been satisfied on or prior to the Effective Date or waived pursuant to the provisions of Article IX.B of the PlanIX.C:
1. the Bankruptcy Court shall have entered the Confirmation Order in form and substance reasonably acceptable to the Debtors and the Required Consenting Stakeholders;
2. the Confirmation Order shall have become a Final Order;
3. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan;
4. all Definitive Restructuring Documents shall, where applicable, have been entered executed and such order remain in full force and effect in form and substance;
5. the Restructuring Support Agreement shall not have been stayed, modified, or vacated on appealterminated;
26. the Professional Fee Escrow final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan, shall have been established and funded with Cash filed;
7. the Plan shall not have been materially amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Article II.B.1 X.A of the Plan;
38. all fees and expenses provided for in the Plan SupplementRestructuring Support Agreement, including any amendmentspursuant to section 8(a)(v) and 8(a)(vi) of the Restructuring Support Agreement, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been Filed with the Bankruptcy Court pursuant to the terms of the Plan and the Restructuring Support Agreements;
4. the Debtors shall have received both the PropCo Tax Letter and the REIT Opinion Letter;
5. CEC and CAC shall have consummated the transactions contemplated paid in full by the Merger Agreement, creating New CEC;
6. New CEC shall have paid the New CEC Cash Contribution to the Debtors;
79. OpCo shall have been formed the New Quorum Constituent Documents and the OpCo Organizational Documents New Shareholders Agreement shall be effective;
8. PropCo shall have in full force and effect (with all conditions precedent thereto having been formed satisfied or waived), subject to any applicable post-closing execution and the PropCo Organizational Documents shall be effective;
9. PropCo GP shall have been formed and the PropCo GP Organizational Documents shall be effectivedelivery requirements;
10. to the REIT extent not already paid and/or provided for in Article IX.B.8 hereof, the payment in Cash of all Restructuring Expenses; and
11. all Professional Fee Claims and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been formed paid in full or amounts sufficient to pay such fees and expenses after the REIT Organizational Documents shall be effective;
11. if applicable, CPLV Mezz shall Effective Date have been formed and placed in the CPLV Mezz Organizational Documents shall be effective;Professional Fee Escrow Account pending approval by the Bankruptcy Court.
Appears in 1 contract
Sources: Restructuring Support Agreement (Quorum Health Corp)
Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Plan Effective Date that the following conditions shall have been satisfied on or prior to the Effective Date or waived pursuant to the provisions of Article IX.B of the PlanSection 9.2:
1. (a) the Confirmation Order shall have been entered entered, and such order shall not have been stayed, modified, or vacated on appeal;
2. (b) if the Professional Fee Escrow SuperMedia Chapter 11 Cases have been filed, the SuperMedia Confirmation Order shall have been established entered by the Bankruptcy Court, and funded with Cash such order shall not have been stayed, modified, or vacated on appeal;
(c) the Merger shall have been consummated, and all conditions set forth in Article VII of the Merger Agreement shall have been satisfied (and not waived);
(d) all respective conditions precedent to the consummation of each of the Amended and Restated Dex East Secured Credit Agreement, the Amended and Restated Dex West Secured Credit Agreement, and the Amended and Restated RHDI Secured Credit Agreement shall have been waived or satisfied in accordance with Article II.B.1 the respective terms thereof;
(e) if the SuperMedia Chapter 11 Cases have been filed, the effective date of the PlanSuperMedia Plan shall have occurred in accordance with the terms thereof concurrently with the occurrence of the Effective Date;
3. (f) all fees and expenses of the Plan SupplementCredit Agreement Agents, including any amendments, modifications, or supplements the fees and expenses of counsel and the financial advisors to the documentsCredit Agreement Agents, schedules, or exhibits included therein shall have been Filed with paid in full in cash; and
(g) all documents and agreements necessary to implement the Bankruptcy Court Plan shall have: (1) all conditions precedent to such documents and agreements satisfied or waived pursuant to the terms of the Plan and the Restructuring Support Agreements;
4. the Debtors shall have received both the PropCo Tax Letter and the REIT Opinion Letter;
5. CEC and CAC shall have consummated the transactions contemplated by the Merger Agreement, creating New CEC;
6. New CEC shall have paid the New CEC Cash Contribution such documents or agreements; (2) been tendered for delivery to the Debtors;
7. OpCo shall have required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) been formed and the OpCo Organizational Documents shall be effective;
8. PropCo shall have been formed and the PropCo Organizational Documents shall be effective;
9. PropCo GP shall have been formed and the PropCo GP Organizational Documents shall be effective;
10. the REIT shall have been formed and the REIT Organizational Documents shall be effective;
11. if applicable, CPLV Mezz shall have been formed and the CPLV Mezz Organizational Documents shall be effective;effected or executed.
Appears in 1 contract
Conditions Precedent to the Effective Date. It shall be a condition to Consummation the Effective Date of the Plan that the following conditions shall have been satisfied on or prior to the Effective Date or waived pursuant to the provisions of Article IX.B of the PlanIX.C hereof:
1. the Confirmation Order shall have been entered and such order RSA shall not have been stayed, modified, or vacated on appealterminated as to all parties thereto in accordance with its terms and shall be in full force and effect;
2. the Professional Fee Escrow Bankruptcy Court shall have been established entered the DIP Orders and funded with Cash the Final DIP Order shall be in accordance with Article II.B.1 of the Planfull force and effect;
3. no default or event of default shall have occurred and be continuing under the Plan SupplementDIP Facility or any DIP Order;
4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect;
5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA, including and the Combined Order shall have become a Final Order;
6. the Canadian Court shall have entered an order recognizing the Combined Order;
7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein conditions precedent related thereto shall have been Filed satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the Bankruptcy Court pursuant RSA;
8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to the terms of implement and consummate the Plan and the Restructuring Support Agreements;
4. the Debtors shall have received both the PropCo Tax Letter and the REIT Opinion Letter;
5. CEC and CAC shall have consummated the transactions contemplated by the Merger Agreement, creating New CEC;
6. New CEC shall have paid the New CEC Cash Contribution to the Debtors;
7. OpCo Transactions shall have been formed obtained, effected, and the OpCo Organizational Documents shall be effective;
8. PropCo executed, and all waiting periods imposed by any governmental entity shall have been formed and the PropCo Organizational Documents shall be effectiveterminated or expired;
9. PropCo GP the Exit Facility Documents shall have been formed executed and delivered by each party thereto, and each of the PropCo GP Organizational Documents conditions precedent related thereto shall be effectivehave been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses;
10. the REIT New Equity Interests shall have been formed and the REIT Organizational Documents shall be effectiveissued;
11. if applicable, CPLV Mezz Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been formed issued;
12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework;
13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected;
14. all Restructuring Expenses shall have been paid in full;
15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the CPLV Mezz Organizational Documents Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and shall be effectivein full force and effect immediately upon the Effective Date;
Appears in 1 contract
Sources: Restructuring Support Agreement (CURO Group Holdings Corp.)