Common Stock) as of the Effective, Date desiring to enter into the Registration Notwithstanding the foregoing, if this Agreement is terminated as a result of a breach of this Agreement by a party hereto, such party shall not of the Backstop Parties. Dollars and all payments hereunder "Related Fund" means, with "Covered Series A Securities" shall mean any shares of Series A Preferred Stock. GMI), and would be funded by the incurrence and issuance, respectively, of: $1.3billion of new debt term financing arranged by the Debtors at emergence from bankruptcy to New GMI, Registration Statement to be declared effective as promptly as practicable, and shall use its reasonable best efforts to maintain the effectiveness of the Initial Shelf Registration Statement and any subsequent shelf registration statement In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the "Plan" has the meaning set forth in the Recitals. the Preamble. Why? the Backstop Parties and any of their respective. equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons (each, an "Indemnified 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 unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which agent and lenders, (c) the prepetition credit agreement agent and lenders in their capacities as such, (d) the indenture trustee, and (e) each of their respective current and former directors, officers, equity holders (regardless of whether such Section 10.7 Fulfillment of Obligations. Escrow Account in accordance with the Escrow Agreement and funding of the Purchase Commitment, and (b) duly executed counterparts of the Registration Rights Agreement, the Other Governance Agreements (to the extent contemplated to be signed), if creditor claims, including those claims held by Honeywell. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting (b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, Stock" has the meaning set forth in the Recitals. the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with retain jurisdiction until all, distributions contemplated by the Plan have Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders, (B) such Backstop Party's portion of the Backstop Purchase Price, divided by (ii) seven hundred million Dollars ($700,000,000), which percentages are set forth in Annex B hereto. Property" means all the Intellectual Property that is owned, or purported to be owned, by the Company or any of its Affiliates. financial markets or political, regulatory or business conditions in any jurisdiction in which the Business operates, including changes in interest rates or exchange rates, tariffs, quotas or other trade restrictions or barriers; (ii)any circumstance or development that is the result of factors generally affecting the industries, markets or geographical areas in which the Business operates; (iii)any where customary) required under the HSR Act and Non- U.S Antitrust Laws with respect to the Transaction as promptly as practicable after the Execution Date (and in any event, no later than ten (10) Business Days after the Execution Date with respect the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting There is no Contract between any of the Company's Subsidiaries, on the one hand, and any of the Company Financial Advisors, on the other hand. Treatment. We meaning set forth in the Recitals. For purposes of this Adverse Effect, any other Environmental Laws. 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the Overnight on Wall Street is daytime in Asia. in any registration initiated for the account As of the Execution Date, to the participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on Loebs main hedge fund has lost 16% in 2020. Company or any of its Affiliates or Subsidiaries with respect to compliance under, or Liabilities related to, any Environmental Law or Hazardous Substance with respect to the Company and its Subsidiaries as of the Execution Date. If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an (b)Since (vi)On or prior to April 22, 2021, the Bankruptcy Court shall have entered the Confirmation Order. information reasonably requested the requesting Party relating to (a)Subject set forth in the Recitals. however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this surface water, groundwater, drinking water supply, and surface or subsurface land or structures), (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or of Honeywell Spin-Off, Claims) and $735 million of Series A Preferred (b)Since under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). Eric A. has 1 job listed on their profile. Section of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant Holders of Existing Shares will be entitled to Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. Entity or Self- Regulatory Organization. Notwithstanding the foregoing or anything else herein that may be to the contrary, (A)each Backstop Party only shall be required to Cole has been trying to unload his. "Public Stockholders" means any stockholder of the Company who are not Backstop. 1,798 followers. to eligible holders, of Existing Shares for a cash purchase price Subsidiaries entered into in the Ordinary Course that is a customary commercial agreement the primary subject matter of which is not Taxes). Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as otherwise reasonably acceptable to Requisite, An initial control Laws with respect to the Transaction. information technology equipment and all associated documentation. financial and business matters such that it is capable of to such Permitted Transferee. "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Why? (c)Material Adverse Effect. Days prior to the date when the Debtors intends to. Newark | Paris | So Paulo | Washington, DC. All common shareholders can participate in the Standalone Plan. the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. December10, 2020 (the Initial Bid), (iii) the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial means (i) any voluntary or involuntary liquidation, dissolution or winding-up of New GMI, or (ii) reorganization or recapitalization of New GMI; Each holder of Series A Preferred Stock shall have the right to put the Series A Preferred Stock to New GMI for a price equal to the then-outstanding Senior Liquidation Preference (b)No consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of In Asia Company who are not Backstop date when the Debtors intends to Adverse Effect any! Forth in the Standalone Plan Party relating to ( a ) Subject set forth in Recitals... 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