Common use of Executory Contracts and Unexpired Leases Clause in Contracts

Executory Contracts and Unexpired Leases. Unless otherwise indicated or agreed by the Debtors and the applicable contract counterparties and except as expressly otherwise provided in paragraphs 23-25 of this Confirmation Order, assumptions, assumptions and assignments, or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date, notwithstanding the fact that the deadline to object to assumption or rejection of an Executory Contract or Unexpired Lease is May 20, 2020, or such later date as the Debtors or Reorganized Debtors and the applicable party may agree (the “Contract Objection Deadline”), which may be after the Effective Date; provided that with respect to those parties identified on Exhibit 2 and those Executory Contracts identified on Exhibit 3, the Contract Objection Deadline is June 22, 2020 or such later date as the Debtors or Reorganized Debtors and the applicable party may agree. Any Executory Contract or Unexpired Lease that is subject to an unresolved objection to the proposed assumption or rejection of such Executory Contract or Unexpired Lease that is filed prior to the Contract Objection Deadline shall not be deemed to be assumed or rejected, as applicable, until entry of an order resolving the dispute and approving the assumption or rejection, as applicable, of such Executory Contract or Unexpired Lease or as may be agreed upon by the Debtors or the Reorganized Debtors and the counterparty; provided that after the Effective Date, the Reorganized Debtors may settle any dispute regarding any Cure Claim without any further notice to any party or any action, order, or approval of this Court. 2. Exhibits A and B to the Motion are deemed annexed to the Confirmation Order as Exhibits 2 and 3, respectively. 3. The requirements set forth in Local Rule 9013-1 are satisfied by the contents of the Motion. 4. The terms and conditions of this Order shall be immediately effective and enforceable upon entry.

Executory Contracts and Unexpired Leases. Unless otherwise indicated or agreed by the Debtors and the applicable contract counterparties and except as expressly otherwise provided in paragraphs 23-25 of this Confirmation Order, assumptions, assumptions and assignments, or rejections Section 9.1. Assumption of Executory Contracts and Unexpired Leases pursuant Pursuant to sections 365 and 1123 of the Plan are Bankruptcy Code, each executory contract and unexpired lease to which any Debtor is a party shall be deemed automatically assumed by the Debtors effective as of the Effective Date, notwithstanding except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to an order of the fact that Bankruptcy Court entered before the deadline Effective Date, (ii) is the subject of a motion to object assume or reject pending on the Effective Date, (iii) is assumed, rejected or otherwise treated pursuant to assumption ‎Section 9.3 of the Plan, (iv) is listed on Schedules 9.2(a) or rejection 9.2(b) of the Plan or (v) as to which a Treatment Objection has been filed and properly served by the Treatment Objection Deadline. If an Executory Contract executory contract or Unexpired Lease unexpired lease either (x) has been assumed or rejected pursuant to an order of the Bankruptcy Court entered before the Effective Date or (y) is May 20the subject of a motion to assume or reject pending on the Confirmation Date, 2020then the listing of any such executory contract or unexpired lease on the aforementioned schedules shall be of no effect. Each executory contract and unexpired lease assumed pursuant to this Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of this Plan, any Final Order of the Bankruptcy Court authorizing and providing for its assumption, or such later date applicable law. Section 9.2. Schedules of Executory Contracts and Unexpired Leases (a) Schedules 9.2(a) and 9.2(b) of the Plan shall be filed by the Debtors as specified in ‎Section 15.4 of the Plan and shall represent the Debtors’ then-current good-faith belief regarding the intended treatment of all executory contracts and unexpired leases listed thereon. The Debtors or Reorganized Debtors reserve the right, on or before 45 days after the Effective Date to (i) amend Schedules 9.2(a) and 9.2(b) to add, delete or reclassify any executory contract or unexpired lease or amend a proposed assignment and (ii) amend the Proposed Cure, in each case as to any executory contract or unexpired lease previously listed as to be assumed; provided, the Debtors may amend Schedules 9.2(a) and 9.2(b) to add, delete or reclassify any executory contracts or unexpired leases or amend proposed assignments after such date to the extent agreed with the relevant counterparties. Pursuant to sections 365 and 1123 of the Bankruptcy Code, and except for executory contracts and unexpired leases as to which a Treatment Objection is properly filed and served by the Treatment Objection Deadline, (x) each of the executory contracts and unexpired leases listed on Schedule 9.2(a) shall be deemed assumed (and, if applicable, assigned) effective as of the Assumption Effective Date specified thereon, and the Proposed Cure specified in the notice mailed to each Assumption Party shall be the Cure and shall be deemed to satisfy fully any obligations the Debtors might have regarding such executory contract or unexpired lease under section 365(b) of the Bankruptcy Code and (y) each of the executory contracts and unexpired leases listed on Schedule 9.2(b) shall be deemed rejected effective as of the Rejection Effective Date specified thereon. (b) The Debtors shall file versions of Schedules 9.2(a) and 9.2(b) and any amendments thereto with the Bankruptcy Court and shall serve all notices thereof only on the Supporting Noteholders and the relevant Assumption Parties and Rejection Parties. For any executory contract or unexpired lease first listed on Schedule 9.2(b) later than the date that is 10 calendar days before the Voting Deadline, the Debtors shall use their best efforts to notify the Supporting Noteholders and the applicable party may agree (Rejection Party promptly of such proposed treatment via facsimile, email or telephone at any notice address or number included in the “Contract Objection Deadline”), which may be after the Effective Date; relevant executory contract or unexpired lease or as otherwise timely provided that with respect in writing to those parties identified on Exhibit 2 and those Executory Contracts identified on Exhibit 3, the Contract Objection Deadline is June 22, 2020 or such later date as the Debtors by any such counterparty or Reorganized Debtors and its counsel. (c) For any executory contracts or unexpired leases first listed on Schedule 9.2(b) later than the applicable party may agree. Any Executory Contract or Unexpired Lease date that is subject to an unresolved objection to 10 calendar days before the proposed assumption or rejection Voting Deadline, affected Rejection Parties shall have five calendar days from the date of such Executory Contract amendment to Schedule 9.2(b) to object to Confirmation of the Plan. For any executory contracts or Unexpired Lease unexpired leases first listed on Schedule 9.2(b) later than the date that is filed prior five calendar days before the Confirmation Hearing, affected Rejection Parties shall have until the Confirmation Hearing to object to Confirmation of the Contract Objection Deadline shall not be deemed to be assumed or rejected, as applicable, until entry of an order resolving the dispute and approving the assumption or rejection, as applicable, of such Executory Contract or Unexpired Lease or as may be agreed upon by the Debtors or the Reorganized Debtors and the counterparty; provided that after the Effective Date, the Reorganized Debtors may settle any dispute regarding any Cure Claim without any further notice to any party or any action, order, or approval of this CourtPlan. 2. Exhibits A and B to the Motion are deemed annexed to the Confirmation Order as Exhibits 2 and 3, respectively. 3(d) The listing of any contract or lease on Schedule 9.2(a) or 9.2(b) is not an admission that such contract or lease is an executory contract or unexpired lease or that any Debtor has any liability thereunder. The requirements set forth in Local Rule 9013-1 are satisfied by Debtors reserve the contents right to assert that any of the Motionagreements listed on Schedule 9.2(a) or 9.2(b) are not executory contracts or unexpired leases. 4. The terms and conditions of this Order shall be immediately effective and enforceable upon entry.

Executory Contracts and Unexpired Leases. Unless 10.1. General Treatment; Assumption and Rejection of Executory Contracts or Unexpired Leases. (a) As of and subject to the occurrence of the Effective Date and the payment of any applicable cure amounts owed pursuant to Bankruptcy Code section 365(b), all Executory Contracts and Unexpired Leases to which any of the Debtors are parties, and which have not expired or terminated by their own terms on or prior to the Effective Date, including—subject to Section 7.13—Employee Arrangements, shall be deemed assumed by the Debtors, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, unless such Executory Contract or Unexpired Lease: (1) was previously assumed or rejected previously by the Debtors; (2) was previously expired or terminated pursuant to its own terms, (3) is the subject of a motion to reject filed on or before the Effective Date, or (4) is identified on the Schedule of Rejected Contracts and Leases. (b) Subject to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute approval of the assumptions or assumptions and assignments provided for in the Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code and a determination by the Bankruptcy Court that the Reorganized Debtors have provided adequate assurance of future performance under each assumed Executory Contract and Unexpired Lease. Each Executory Contract and Unexpired Lease assumed or assumed and assigned pursuant to the Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law; provided that the assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment of certain of such contracts to affiliates. (c) Except as otherwise indicated provided herein or agreed to by the Debtors and the applicable contract counterparties and except as expressly otherwise provided in paragraphs 23-25 of this Confirmation Ordercounterparty, assumptionseach assumed Executory Contract or Unexpired Lease shall include all modifications, assumptions and assignmentsamendments, supplements, restatements, or rejections other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption of such Executory Contract or Unexpired Lease (including any “change of control,” “ipso facto,” bankruptcy default or similar provisions), then such provision shall be unenforceable or deemed modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate or modify such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases pursuant that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims that may arise in connection therewith. 10.2. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. The Reorganized Debtors shall satisfy any monetary defaults under any Executory Contract or Unexpired Lease to be assumed hereunder, to the Plan are effective as extent required by section 365(b)(1) of the Effective DateBankruptcy Code, notwithstanding upon assumption thereof in the fact ordinary course of business. If a counterparty to any Executory Contract or Unexpired Lease believes any amounts are due as a result of such Debtor’s monetary default thereunder, it shall assert a Cure Claim against the Debtors or Reorganized Debtors, as applicable, in the ordinary course of business, subject to all defenses the Debtors or Reorganized Debtors may have with respect to such Cure Claim. Any Cure Claim shall be deemed fully satisfied, released and discharged upon payment by the Reorganized Debtors of the applicable Cure Claim; provided, that nothing herein shall prevent the deadline Reorganized Debtors from paying any Cure Claim despite the failure of the relevant counterparty to object assert or file such request for payment of such Cure Claim. The Debtors, with the consent of the Plan Sponsor, or the Reorganized Debtors, as applicable, may settle any Cure Claims without any further notice to or action, order or approval of the Bankruptcy Court. Any objection to the assumption or rejection of an Executory Contract or Unexpired Lease is May 20under the Plan, 2020including an objection regarding the ability of the Reorganized Debtors to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code), must be filed with the Bankruptcy Court on or before the deadline set by the Bankruptcy Court for objecting to Confirmation of the Plan, or such later date other deadline as may have been established by order of the Debtors or Reorganized Debtors and Bankruptcy Court. To the applicable party may agree (extent any such objection is not determined by the “Contract Objection Deadline”)Bankruptcy Court at the Combined Hearing, which such objection may be after the Effective Date; provided that with respect to those parties identified on Exhibit 2 heard and those Executory Contracts identified on Exhibit 3, the Contract Objection Deadline is June 22, 2020 or such later date as the Debtors or Reorganized Debtors and the applicable party may agreedetermined at a subsequent hearing. Any counterparty to an Executory Contract or Unexpired Lease that is subject to an unresolved objection does not timely object to the proposed assumption of any Executory Contract or rejection Unexpired Lease by the deadline established by the Bankruptcy Court will be deemed to have consented to such assumption. In the event of a dispute regarding (a) the amount of any Cure Claim, (b) the ability of the Reorganized Debtors to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed or (c) any other matter pertaining to assumption or the payment of Cure Claims required by section 365(b)(1) of the Bankruptcy Code, payment of a Cure Claim, if any, shall occur as soon as reasonably practicable after entry of a Final Order or Final Orders resolving such dispute and approving such assumption. The Debtors (with the consent of the Plan Sponsor), or Reorganized Debtors, as applicable, reserve the right at any time to move to reject any Executory Contract or Unexpired Lease prior to the Effective Date based upon the existence of any unresolved dispute or upon a resolution of such dispute that is unfavorable to the Debtors or Reorganized Debtors. Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and full payment of any applicable Cure Claims pursuant to the Plan, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or non-monetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the date that the Reorganized Debtors assume such Executory Contract or Unexpired Lease that is filed prior to the Contract Objection Deadline shall not be deemed to be assumed or rejected, as applicable, until entry of an order resolving the dispute and approving the assumption or rejection, as applicable, of such Executory Contract or Unexpired Lease or as may be agreed upon by the Debtors or the Reorganized Debtors and the counterparty; provided that after the Effective Date, the Reorganized Debtors may settle any dispute regarding any Cure Claim without any further notice to any party or any action, order, or approval of this CourtLease. 2. Exhibits A and B to the Motion are deemed annexed to the Confirmation Order as Exhibits 2 and 3, respectively. 3. The requirements set forth in Local Rule 9013-1 are satisfied by the contents of the Motion. 4. The terms and conditions of this Order shall be immediately effective and enforceable upon entry.

Executory Contracts and Unexpired Leases. Unless otherwise indicated or agreed by (a) if the Debtors Combination Transaction is pursued, any executory contracts and the applicable contract counterparties and except as expressly otherwise provided in paragraphs 23-25 of this Confirmation Order, assumptions, assumptions and assignments, or rejections of unexpired leases (“Executory Contracts and Unexpired Leases pursuant Leases”) to which any of the Plan Debtors are effective parties shall be deemed rejected as of [the Effective Datedate of entry of the Confirmation Order], notwithstanding the fact that the deadline to object to assumption or rejection of an unless (i) such Executory Contract or Unexpired Lease is May 20assumed by the Debtors and assigned to the partners pursuant to the Combination Transaction, 2020(ii) was previously rejected by the Debtors, pursuant to a Final Order of the Bankruptcy Court, (iii) previously expired or terminated pursuant to its own terms or by agreement of the parties thereto, (iv) is the subject of a motion to reject filed by the Debtors on or before [the date of entry of the Confirmation Order], or (v) is specifically designated as a contract or lease to be rejected on the Schedule of Rejected Contracts; provided, however, that the Required Consenting Senior Noteholders consent to such later date rejection, assumption, or assumption and assignment (such consent not to be unreasonably withheld); or (b) if the Stand-Alone Restructuring is pursued, as of and subject to the occurrence of the Effective Date and the payment of any applicable cure amount, all Executory Contracts and Unexpired Leases shall be deemed assumed, unless such contract or lease (i) was previously assumed or rejected by the Debtors, pursuant to a Final Order of the Bankruptcy Court, (ii) previously expired or terminated pursuant to its own terms or by agreement of the parties thereto, (iii) is the subject of a motion to reject filed by the Debtors on or Reorganized Debtors and before the applicable party may agree date of entry of the Confirmation Order, (iv) contains a change of control or similar provision that would be triggered by the “Contract Objection Deadline”Restructuring (unless such provision has been irrevocably waived), which may or (v) is specifically designated as a contract or lease to be after rejected on the Effective DateSchedule of Rejected Contracts; provided provided, however, that with respect the Required Consenting Senior Noteholders consent to those parties identified on Exhibit 2 such rejection, assumption, or assumption and those assignment (such consent not to be unreasonably withheld). In either case, Claims arising from the rejection of the Debtors’ Executory Contracts identified on Exhibit 3, the Contract Objection Deadline is June 22, 2020 or and Unexpired Leases shall be classified as General Unsecured Claims and any settlement of such later date as the Debtors or Reorganized Debtors and the applicable party may agree. Any Executory Contract or Unexpired Lease that claims is subject to an unresolved objection to the proposed assumption or rejection reasonable consent of such Executory Contract or Unexpired Lease that is filed prior to the Contract Objection Deadline Required Consenting Senior Noteholders, which consent shall not be deemed to be assumed or rejected, as applicable, until entry of an order resolving the dispute and approving the assumption or rejection, as applicable, of such Executory Contract or Unexpired Lease or as may be agreed upon by the Debtors or the Reorganized Debtors and the counterparty; provided that after the Effective Date, the Reorganized Debtors may settle any dispute regarding any Cure Claim without any further notice to any party or any action, order, or approval of this Courtunreasonably withheld. 2. Exhibits A and B to the Motion are deemed annexed to the Confirmation Order as Exhibits 2 and 3, respectively. 3. The requirements set forth in Local Rule 9013-1 are satisfied by the contents of the Motion. 4. The terms and conditions of this Order shall be immediately effective and enforceable upon entry.