Definitive Documentation Clause Samples

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, the Plan Sponsors, and Honeywell, except as otherwise set forth herein, (ii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (iv) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (v) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock; (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11...

Definitive Documentation. The definitive documentation for the First Lien Term Facility (and, to the extent documented in the same documentation as the First Lien Term Facility, the Revolving Facility) shall be based on financing and security documentation typical and customary for exit financings (the “Senior Facilities Documentation”) and which shall (x) take into consideration (i) the First Lien Credit Agreement, dated as of October 11, 2013, among Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., ▇▇▇▇▇▇’▇ Las Vegas, LLC, ▇▇▇▇▇▇’▇ Atlantic City Holding, Inc., Rio Properties, LLC, Flamingo Las Vegas Holding, LLC, ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇▇, LLC and Paris Las Vegas Holding, LLC, as borrowers, the lenders party thereto and Citicorp North America, Inc., as administrative agent (the “CERP Credit Agreement”), (ii) the operational requirements of the Borrower and its subsidiaries, their capital structure and size after giving effect to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure of the Borrower and its subsidiaries after giving effect to the transactions contemplated by the Restructuring Term Sheet, (y) contain the terms set forth herein, and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors; provided that, in the case of provisions setting forth the debt and lien capacity, the Senior Facilities Documentation shall be based on and consistent with the CERP Credit Agreement, as modified to reflect the terms set forth herein (clauses (x), (y) and (z), the “Opco Bank Debt Documentation Principles”).

Definitive Documentation. Assuming our satisfaction with the results of our due diligence investigation, we are prepared to promptly negotiate and finalize the definitive agreements (the “Definitive Agreements”) providing for the Transaction and for the rollover by Tencent and the Rollover Shareholders. This proposal is subject to the execution of the Definitive Agreements. We expect that such Definitive Agreements with respect to the Transaction will contain representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

Definitive Documentation. The obligations of the parties hereto are subject to DSO and the Och-Ziff Group entering into definitive documentation memorializing the terms and conditions contained in this Term Sheet as soon as possible, and in any event no later than January 15, 2019.

Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) shall consist of (a) the Plan (and all exhibits thereto); (b) the disclosure statement in support of the Plan (the “Disclosure Statement”); (c) the order of the Bankruptcy Court, in form and substance acceptable to the Debtor and 210, approving the Disclosure Statement and confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) any “first-day” motions and orders; (f) an order authorizing the Debtor to assume and perform its obligations under this Agreement (the “RSA Assumption Order”); (g) the Warrant/Option Rejection Order (as defined below); (h) the SPA and all exhibits and attachments thereto; and (i) all other documents that will comprise the supplement to the Plan (as defined in the Plan, the “Plan Supplement”) or are otherwise attached as exhibits or attachments to, or are contemplated by, this Agreement, the SPA, or any of the other foregoing documents. The documents constituting the Definitive Documentation (i) remain subject to negotiation and completion, (ii) shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and (iii) shall be in all material respects acceptable to the Debtor and 210.

Definitive Documentation. The parties hereby agree to use their good faith reasonable best efforts to prepare promptly and, as the case may be, consistent with the goal of achieving antitrust clearance for the transactions contemplated by the Merger Agreement, dated as of May 23 , 2000 (the "Merger Agreement"), among US Airways, UAL Corporation ("UAL") and Yellow Jacket Acquisition Corp., execute and deliver, adopt or provide expanded agreements and documents reflecting the terms and provisions set forth in the applicable portion of the Term Sheet and containing other customary and appropriate provisions for agreements and documents of the type contemplated by the applicable portion of the Term Sheet (the "Transaction Documents").

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such do...

Definitive Documentation. The Parties will work in good faith to negotiate, execute and deliver definitive documentation necessary to implement the Recapitalization Transaction in accordance with the terms set out in this Term Sheet and in form and substance satisfactory to the Company and the Majority Second Lien Noteholder Supporting Parties. All of the definitive documentation shall contain customary provisions for transactions of this nature.

Definitive Documentation. The documents, instruments and agreements governing the Restructuring Process (collectively, the “Definitive Documentation”) shall include: (a) the Term Sheet; (b) the Mansfield Issues Protocol; and (c) the pleadings in support of approval of this Agreement. The Definitive Documentation, any ancillary documents required to implement the Restructuring Process, and any amendments, modifications or supplements to the foregoing shall be consistent in all material respects with the Term Sheet and shall otherwise be in form and substance reasonably acceptable to the Debtors and each of the Supporting Parties and (i) in the case of the Mansfield Issues Protocol and the Term Sheet, the Owner Trustee and MetLife, and (ii) in the case of the Mansfield Issues Protocol, WSFS. For the avoidance of doubt, the Definitive Documentation shall be deemed reasonably acceptable to the Supporting Parties if the Definitive Documentation is reasonably acceptable to a majority of the members of the Ad Hoc Noteholder Group holding, at the time of determination, a majority of the aggregate principal amount of all Noteholder Claims held at such time by the Ad Hoc Noteholder Group (such members, the “Required Participating Noteholders”) and members of the Mansfield Certificateholders Group holding, at the time of determination, a majority of the aggregate principal amount of all Certificates held at such time by the Mansfield Certificateholders Group (such members, the “Required Participating Certificateholders”.