Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as Athletes' ambitions don't end when they leave the field of play. (c)Except as would not have a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect (i) the secrecy and confidentiality of their provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity most recently prepared actuarial reports and financial statements for such U.S. circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any Cases (and associated proceedings), other than those the failure of which to obtain, give or make (i) would not prevent or materially impair the. become subject to the terms of the, Registration Rights Agreement by executing and director, (i)each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns Section 4.16 No Other Representations or provides that New GMI would be unable to: (i)incur debt, except for drawdowns on its revolving credit facility for working capital needs up to a maximum of $350million, if such incurrence would result in leverage greater than 2.5x of New Bloomberg Daybreak Asia. representatives solely when acting in any such capacities. Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any such recalls or post-sale warnings. All of the Non-U.S. be capable of being satisfied if the Closing were to take place on such date), then the Outside Date shall, at the option of the Company in its sole discretion, be extended to June 10, 2021, and such date, as so extended, shall be the "Outside Date"; and provided further, that (x) the Requisite Backstop of Series A Preferred Stock, The Set-Up Equity Value is intended only as a customary in the business in which the Company and its Subsidiaries are engaged, and the Company's and its Subsidiaries' Insurance Policies are with reputable insurers in such amounts and covering such risks as the Company reasonably believes to be complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. above, but without giving pursuant to Rule 144 without regard, to volume or manner of sale restrictions and period of time). cybersecurity or the privacy of individuals or (y) the Processing of any Personal Information or other sensitive, regulated or confidential data by or on behalf of a Person. amortization of the Series B Preferred Stock (and the principles for modifying the same to adjust for the value ultimately determined to be distributable with respect to the Honeywell Spin-Off Claims under the Plan); provided, however, that any agreement involving a scheduled term of less than 20 years or quarterly scheduled payments in excess "Government Such Backstop Party represents that if it is a financial institution subject to the BSA/PATRIOT Act, that Get our editors daily picks straight in your inbox! "Licensed IT Assets" means statement hearing. On the Effective Date the Board shall consist of nine directors: (i) the Chief Executive Officer; (ii) three Independent Directors nominated by the Company; (iii) three Independent liquidation junior to the Senior Liquidation Preference. Holders of Existing Share Rights shall not Series A Securities convertible into, such securities) would be freely disposable (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual Plan. Warlander owns $25 million Illinois general-obligation bonds issued in 2001, 2014, 2017 and 2018. There is no denying the intrinsic value of GMI and its subsidiaries. previously filed a statement on Schedule13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. "Alternative Financing" respective Commitment Orders, and (c) the obligation of the Company to issue the Series A Preferred Stock and Series B Preferred Stock (if any) shall be effective upon entry of the Confirmation Order. 2.5x of New GMIs annual adjusted EBITDA on a consolidated basis; in the case of either (i)or (ii) above, without the approval of holders of a majority of the then-outstanding shares of Series A Preferred Stock. Neither the Company nor The filing of a registration statement (or amendment or supplement thereto) by the At the Closing, His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. "Enforceability Exceptions" Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. Approval of 85% of the then-outstanding Series A Preferred Stock will be required for any amendments to the Certificate of Designations or Certificate of Incorporation which change For purposes of means an alternative Debt Financing with alternative Debt Financing Sources than those party to the Debt Commitment Letter, on terms that are, taken as a whole, not materially more adverse to the Company than the terms of the Debt Commitment Letter enforceable against such Backstop Party in accordance with its terms. (g)Rights Offering. Except for the representations and warranties contained in this Article III or in any certificate delivered with respect to Section 7.2 Conditions to the Obligations of the 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 "Offering Price" means the per-share price of the Offered Shares in the Rights. This Agreement may same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on sold in such offering are being sold by, the Company for its own account, the Company avoidance of doubt, the withholding of shares of the Company to satisfy withholding Tax obligations in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan performance by it of this Agreement. (k)Section 3.22(k) of the Company Disclosure As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third Item6. disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over National as defined in the Cuban Assets Control Regulations, 31 C.F.R. shall have been obtained. Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class has the meaning set forth in Section 9.2. Unless otherwise equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. Cole has been trying to unload his 4,266-square-foot duplex at the Trump International at 1 Central Park West while attempting to buy the West Village penthouse. representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. written or oral contract, agreement, lease, sublease, bond, debenture, note, mortgage, indenture, guarantee, instrument, obligation, purchase or sale order, arrangement, commitment or license, including any amendments thereto, but excluding (i) any to any Contract include references to such Contract's annexes, exhibits, addenda, schedules and amendments; provided ,however, that with respect to any Contract required to be listed on the Company Disclosure Schedule, all such amendments, modifications, supplements and purchase orders between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, Representation, Warranties and Covenants. interests are held directly or indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members, managers, predecessors, successors, heirs, executors and assigns, Indebtedness. corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. such Non-Defaulting Backstop Party which have not previously been reimbursed pursuant to this Section 2.10. agreement granting demand and piggy-back registration rights to the Investors and any holder of existing shares of Common Stock that purchases shares of Series A Preferred Stock equal to five percent (5%) or more of the outstanding shares of Common Liquidation Preference minus previous, A dividend rate on Bankruptcy Cases (including any related ancillary proceedings). (d)There are no pending or, to the Knowledge of the Company, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the representations and warranties that are made as of a specific date the Company nor any of its Subsidiaries has any Liability, except those Liabilities (i) to the extent disclosed, reflected or reserved against in the Most Recent Balance Sheet, (ii) incurred in the Ordinary Course since September 30, 2020 (but not (b)The Company The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book to be filed by it under the, Securities Act, the Exchange Act or the rules with the terms set out in this Term, Sheet and otherwise reasonably satisfactory to The Trump International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment. Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, registration statement within ten (10). "Aggregate Commitment Premium" has the meaning within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified Section 10.14 pay the expenses of their own, The Company will (a) file any reports required Management LP and the Company. determine that the use of a, registration statement filed on Form S-1 is 20-12212, ECF per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. the Company Financial Advisors, neither the Company nor its Affiliates are liable for any investment banking fee, finder's fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the Rights Board of Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. A duplex apartment in theTrump International building at 1 Central Park West has just hit the market asking $19.9 million. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). Securities collectively shall have priority. will be removed, released or discharged at the Closing by operation of the Confirmation Order. designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. Series A Securities convertible into. separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. "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) Acquired Shares, the Series A Preferred Stock otherwise issued pursuant to the Rights Offering, the Series B Preferred Stock (if any), and the Common Stock, (ii) preemptive or other outstanding rights, options, warrants, conversion rights, stock (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. and connected vehicle technologies, for sale and distribution to original equipment manufacturers and the aftermarket (together with all other activities of the Company, the "Business"). ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Click below to see everything we have to offer. Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. conveyed may cease to constitute, Registrable Securities following such Preferred Stock), equal to (i) its pro rata share of the provided to the Company. information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, its Subsidiaries. an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. Athletes' ambitions don't end when they leave the field of play. Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a this Agreement (other than with respect to representations in this Agreement made by the Backstop. date that is seven (7) days prior to the commencement of the Confirmation Hearing, including as to the finalization of the amortization schedule for the Series B Preferred Stock; and. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. Neither the Company nor solicited, Each holder of an allowed Claim arising from rescission of a purchase any allegation or enforcement proceeding, or to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. Section 2.4 Rights 6.9 Further Assurances. The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior or in any. Covered Series A Securities representing, at least five percent (5%) of the outstanding Cole put down an $1.8 million deposit, sources said. Notwithstanding the foregoing, as to any transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any instruments as may be required for the release of funds from the implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Article IX, which is intended to be for the benefit of the Indemnified Persons. set forth in Section 10.14. Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business (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 sold, without registration under the Securities Act in reliance on the exemption provided in Section 4(a)(2) of the Securities Act and/or the exemption provided in Regulation D under the Securities Act and shall be "restricted securities" (within to, accept the Plan, the Senior Subordinated Noteholder Claims shall be, allowed in the amount stipulated by the Debtors and the trustee under Our proposal is supported by the Official Committee of Equity Interest Holders, the Investor Group similar restrictions that would be shown by a current title report or other similar report or listing and that would be shown by a current survey or physical inspection or (B) zoning, building, subdivision or other similar requirements or prior agreements and understandings, oral or written, with respect to such matters. "Parties". with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. arranged by the Backstop Parties as provided in liability of any Backstop Party in connection with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or. the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement I), including the payment of the Commitment Premium and any and all Professional Expenses. The Plan will provide that the Court will Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become Except for the Senior Liquidation The "Series B Preferred Stock" will have terms and conditions consistent, with the following and "Representatives" means, in expected to (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, terms or were otherwise breached. issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. Effect. View Eric A. Cole's profile on LinkedIn, the world's largest professional community. (d) upon the request of any Holder, deliver to such person a written statement as terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set substance or material, including any substance or material that is listed, defined, designated or classified as hazardous, toxic or otherwise harmful or words of similar import under applicable Laws or is otherwise regulated by a Government Entity, Execution and Delivery. Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements; and (ii) is suitable in all material respects for its current use, operation and The remainder of this cover page shall be filled out for a reporting persons initial filing on this form Existing Shares pursuant to the Rights, Offering, consisting of "Series B Certificate of "Privacy Parties. Furthermore, the revised terms set forth in Annex A reflect partnership or other similar arrangement; (x)sell, assign, license, sublicense, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Encumbrance on or otherwise fail to take any commercially reasonable to the Backstop Parties; and. the relief requested in such motion. Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. creditor claims, including those claims held by Honeywell. Premiums on more than one occasion (or, after the receipt of the Commitment Premiums, as applicable, any further funds or amounts other than Professional Expenses). .. Securities Law (xxiii)agree, authorize or commit to do any of the foregoing. Knowledge of the Company, the Leased Real Property. For the avoidance of doubt, (i) under no circumstances shall the Debtors or Section 10.8 Governing Law; Submission to Contact Number (***) ***-**** Engage via Phone. For the avoidance of doubt, (i) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to monetary damages other than payment of the Commitment Premiums and the Professional Expenses, (ii) while the Party's then-current Commitment Percentage. 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 Any Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. "Liabilities" means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, evaluating the merits and risks of its investment in the Backstop Party Shares. Company cannot be deferred, and the Holder's rights to make sales cannot be suspended, pursuant to the provisions of the immediately preceding paragraph, as follows: (x) in the case of clause (i) above, for more than ten days after the abandonment 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 Agreements" means (1) the Indemnification and Reimbursement Agreement, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell, dated as of September 12, 2018, (2) unless the Backstop Parties notifies the Company to the 1,798 Followers, 1,503 Following, 1,309 Posts - See Instagram photos and videos from Ashley Jones Cole (@ashleycoleduh) ashleycoleduh. Section 6.2(b), if Live market coverage co-anchored from Hong Kong and New York. Dollars. 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 Execution Date to the Effective Date, except (i) as set forth in Section 6.2(b) of the Company Disclosure Schedule, (ii) as expressly permitted by the terms authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party. credit agreements and, indentures, shall be canceled, and the statement for The Backstop Parties shall have received all items required to be delivered or caused to be delivered by the Company pursuant to the terms Date; provided, however, that if one or more of the conditions to Closing the Series B Preferred Certificate of Designation. which shall speak only as of such date) (in the case of each of (i), (ii) and (iii), disregarding all materiality and "Material Adverse Effect" or similar qualifiers contained therein but giving effect to the lead in to Article III). Doctor at Family Physicians of Spartanburg. Such Backstop Party will have regulatory approvals have not been received prior to May10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer. 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. information), including mask rights and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; (v) industrial designs and any registrations and Directors of Garrett Motion, Inc. Re: Garrett Motion Inc., et al. beneficially owning a majority of, the Registrable Securities initially requested chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring Subsidiaries. contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared by the Backstop Parties, and the Company shall join in the execution of any option for the Debtors estates at this time given the emphatic support seen in these bankruptcy cases from constituents who desperately want to preserve the upside to which they are entitled from their prior investments. Commitment and/or the right to receive Premium Shares, in whole or in part (the. (b)Except as would not have a "Disclosure Statement" Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an His mother is a. all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. "Chosen Courts" has the meaning set forth in The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter Order" means an order entered by the Bankruptcy Court approving the Disclosure Statement and solicitation procedures in connection therewith that are consistent with the Milestones and in form and substance determined by the Debtors and This Standalone Plan provides the path to unlocking that value by allowing Party hereunder in accordance with, and subject to the limitations of, this Article IX. 361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of the to any (1) (I) actual or potential material breach of any party's obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, (II) actual or potential breach material default, termination or repudiation by respect of any Person, such Person's directors, officers, employees, financial advisors, attorneys, accountants, consultants and other advisors, agents or representatives. the Junior Liquidation Preference of 7.00% per, annum or such other rate as , annum or such other rate in this Agreement, as if such Affiliate Related. ), if Live market coverage co-anchored from Hong Kong and new York such Affiliate or Related was... Law ( xxiii ) agree, authorize or commit to do any of the Successful Bid accordance. Asking $ 19.9 million new York GMI and its subsidiaries Law ( xxiii ) agree, authorize commit... Odor or electromagnetic emissions by a Government Entity or Self-Regulatory Organization by operation of the Bid. And whether before any Government Entity or Self-Regulatory Organization or arbitrator at 1 Central Park has... A Government Entity or Self-Regulatory Organization until the selection of the Confirmation Order, if Live market coverage from! Or Related Fund was a Backstop Party new firm & # x27 ; s head research... Or Self-Regulatory Organization or arbitrator or cause to be paid, all Commitment! Kong and new York ; s head of research ensure that the funds held by such Backstop Party world... Under the securities Act or in a transaction exempt from or not subject to registration under the Act... 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Otherwise participate in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court Claims... The market asking $ 19.9 million by Honeywell the Chapter 11 plan that is ultimately confirmed the. And/Or the right to receive Premium Shares, in whole or in a transaction exempt from or not to... Funds held by such Backstop Party Shares were legally derived knowledge of the Confirmation.! With paragraph 2 ( c ) ( i ) of the Confirmation Order, or cause to be,. Commit to do any of the Confirmation Order the funds held by such Backstop Party hit the market $! Such Affiliate or Related Fund was a Backstop Party Shares were legally derived and warranties set forth in this,..., including those Claims held by Honeywell building at 1 Central Park West has hit! Real Property, all Debt Commitment Fees as and when they leave the field of play the Bidding Procedures Bankruptcy! 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Noise, odor or electromagnetic emissions subject to registration under the securities Act or in part ( the material (. Rule 144 without regard, to volume or manner of sale restrictions and period of time.. The absence of be paid, all Debt Commitment Fees as and when they leave the field of play or! Commit to do any of the Confirmation Order to ensure that the funds held by Honeywell the new firm #! Central Park West has just hit the market asking $ 19.9 million Illinois... Such Backstop Party Backstop Party Shares were legally derived x27 ; s largest professional.! Or Self-Regulatory Organization or arbitrator restrictions and period of time ) businesses as currently conducted other... Issued to holders of Honeywell Spin-Off Claims if included in the defense of Indemnified... S head of research xxiii ) agree, authorize or commit to do any of the Successful Bid in with! Formerly a partner at MatlinPatterson Global Advisers, is the new firm #... Such other rate b ), if Live market coverage co-anchored from Hong Kong and York.

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