2021-01-22_GENERAL DOCUMENTS - C2010088 (3)

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Case 1 20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/2111 38:01 Desc Exhibit 1 - Proposed Confirmation Order Page 51 of 69 Case 1:20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11.38:01 Desc Exhibit 1 - Proposed Confirmation Order Page 52 of 69 ARTICLE VII: TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Section 7.01 Executory Contracts and Unexpired Leases Except as otherwise provided in the Confirmation Order or the Plan, the Confirmation Order shall constitute an order under section 365 of the Bankruptcy Code rejecting all Executory Contracts and Unexpired Leases to which the Debtor is a party on and subject to the occurrence of the Effective Date, unless such contract or lease (a) previously shall have been assumed, assumed and assigned, or rejected by the Debtor, (b) previously shall have expired or terminated pursuant to its own terms before the Petition Date, (c) is a Purchased Asset under any Asset Purchase Agreement approved by the Sale Order, or any related agreement including the Permit Operating Agreement that was attached as Exhibit A-1 to the Sale Order) or (d) is the subject of a pending motion to assume or reject on the Confirmation Date The Confirmation Order shall not be deemed to reject any insurance policy (director & officer, health or otherwise) in which the Debtor is a beneficiary No order confirming this Plan or any Amendment thereto is intended to or shall constitute a modification of the terms of the Sale Order or any other order of the Bankruptcy Court authorzing the assumption or rejection of Executory Contracts or Unexpired Leases Section 7.02 Claims Based on the Rejection of Executory Contracts and Unexpired Leases The deadline for filing a Proof of Claim based upon the rejection of any Executory Contract or Unexpired Lease rejected under the Plan shall be 30 days after the Effective Date, provided, however, that nothing in this Section 7 02 shall extend any Bar Date applicable to an Executory Contract or Unexpired Lease that expired before Confirmation ARTICLE VIII: Section BAI Calculation of Amounts to be Distributed Each Holder of an Allowed Claim against the Debtors shall receive the full amount of the Distributions that the Plan provides for Allowed Claims in the applicable Class from the Debtors or the Liquidating Trustee, on behalf of the Debtors or the Liquidating Trust, as applicable In the event that any payment or act under the Plan is required to he made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, in which case such payment shall be deemed to have occurred when due If and to the extent that there are Disputed Claims, Distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in this Article V III Notwithstanding anything to the contrary in the Plan, no Holder of an Allowed Claim shall, on account of such Allowed Claim, receive a Distribution in excess of the Allowed amount of such Claim plus any interest accruing on such Claim that is actually payable in accordance with the Plan Case 120-bk-12043 Doc 574-1 Filed 01/13121 Entered 01/13/21 11.38:01 Desc Exhibit 1- Proposed Confirmation Order Page 53 of 69 $5,000, in which case such Distributions shall be deferred to the next Distribution date, (it) if the amount to be distributed to that Holder on the particular Distribution date is less than $100,00, unless such Distribution constitutes the final Distribution to such Holder, or (au) the amount of the final Distribution to any such Holder is less than $10000, in which case such Distribution shall revert to the Liquidating Trust for distribution to other Holders of Allowed Claims, (d) Undeliverable Dan ibutions and Unclaimed Properh, In the event that any Distribution to any Holder IS returned as undeliverable, no Distribution to such Holder shall be made unless and until the Debtors or the Liquidating Trustee, as applicable, has determined the then current address of such Holder, at which time such Distribution shall be made to such Holder without accrual of interest during that time, provided, however, such Distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of 120 days from the date the moral Distribution is made After such date, all unclaimed property or interests in property shall reven (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary) to the Liquidating Trust automatically and without need for a further order by the Bankruptcy Court for Distribution in accordance with the Plan and the Claim of any Holder to such property or interest in property shall be settled, compromised, and forever barred (e) Charitable Contributions After the final Distributions have been made in accordance with the terms of the Plan and the Liquidating Trost Agreement, if the amount of remaining Cash is less than $10,000, the Liquidating Trustee may donate such amount to one or more chanties or philanthropic endeavors as chosen by the Liquidating Trustee, in consultation with the Liquidating Trust Board, provided that such philanthropic endeavors shall be non-profit (/) Momei of Pavment Pursuant to the Plan Cash payments under this Plan shall be in U S funds, and shall be made, at the option, and in the sole discretion, of the Debtors or the Liquidating Trustee, as applicable, by (t) checks drawn on or (n) wire transfers from a domestic bank selected by the Debtors or the Liquidating Trustee, as applicable Cash payments to foreign creditors may be made, at the option, and in the sole discretion, of the Debtors or the Liquidating Trustee, as applicable, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction Cash payments made pursuant to the Plan in the form of checks issued by the Liquidating Trustee shall be null and void if not cashed wahm 120 days of the date of the issuance thereof Requests for retssuance of any check shall be made directly to the Liquidating Trustee Section 8.03 Compliance with Tax Requirements/Allocations In connection with the Plan, to the extent applicable, the Debtors, or the Liquidating Trustee, as applicable, shall comply with all tax withholding and reporting requirements imposed on it by any Governmental Unit, and all Distributions pursuant hereto shall be subject to such withholding and reporting requirements Section 8.02 Delivery of Distributions and Undeliverable or Unclaimed Distributions (a) Record Datefoi Distribution On the Distribution Record Date, the Claims Register shall be closed and the Debtors or the Liquidating Trustee or any other party responsible for making Distributions shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date (b) Deliven, of Distributions in General Payments and Distributions on Disputed Claims Distributions made after the Effective Date to Holders of Disputed Claims that are not Allowed Claims as of the Effective Date but which later become Allowed Claims shall, in the Liquidating Trustee's reasonable discretion, be deemed to have been made by the Liquidating Trustee on the Effective Date, unless the Liquidating Trustee and the applicable Holder of such Claim agree otherwise Special Rules for Distributions to Holders of Disputed Claims Notwithstanding any provision otherwise in the Plan and except as may be agreed to by, as applicable, the Debtors or the Liquidating Tmstee, as applicable, on the one hand, and the Holder of a Disputed Claim, on the other hand, no partial payments and no partial Distributions shall be made with respect to any Disputed Claim, other than with respect to Professional Fee Claims, until all Disputed Claims held by the Holder of such Disputed Claim have become Allowed Clams or have otherwise been resolved by settlement or Final Order 3 Distributions On and after the Effective Date, the Liquidating Trustee shall make the Distributions required to be made on account of Allowed Claims under the Plan on such date Any Distribution that is not made on the Inmal Distribution Date or on any other date specified in the Plan because the Claim that would have been entitled to receive that Distribution is not an Allowed Claim on such date, shall be held by the Liquidating Tmstee in the Distribution Reserve Account and distributed on the next Distribution Date that occurs after such Claim is Allowed in accordance with this Plan and the Liquidating Trost Agreement In accordance with the Plan, no interest shall accme or be paid on the unpaid amount of any Distribution paid pursuant to the Plan (c) Minimum, De Mimmis Distributions Notwithstanding any other provision of the Plan to the contrary (including the treatment of any Claims or Classes), (a) the Liquidating Trustee shall not be required to make Distributions or payments of fractions of dollars, and whenever any Distribution of a fraction of a dollar under the Plan would otherwise be required, the actual Distribution made shall reflect a rounding of such faction to the nearest whole dollar (up or down), with half dollars being rounded down, and (b) the Liquidating Trustee shall have no duty to make a Distribution on account of any Allowed Claim (t) if the aggregate amount of all Distributions authorized to be made on such date is less than Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11:38 01 Desc Exhibit 1 - Proposed Confirmabon Order Page 54 of 69 Distnbutmns in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest In connection with the Plan and all Distnbuttons hereunder, to the extent applicable, the Debtors and the Liquidating Trustee are authorized to take any and all actions that may be necessary or appropnate to comply with all tax withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all Distributions pursuant to the Plan and Liquidating Trust Agreement shall be subject to any such withholding and reporting requirements Each Creditor is required to provide the Liquidating Trustee with an executed Form W-9 or similar tax form as a condition precedent to being sent a Distribution If a Holder of an Allowed Claim does not provide the Liquidating Trustee with an executed Form W-9 or similar form within 90 days of written request, said Creditor shall be deemed to have forfeited their Distribution and the Claim of such Creditor shall he forever barred Section 8.04 Claims Paid or Payable to Third Parties (a) Claims Paid by Third Parties, Recourse to Collateral The Debtors or the Liquidating Trustee, w applicable, shall be authorized to reduce in whole or in part a Claim, and such Claim shall be Disallowed without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or, as applicable, the Liquidating Trust, Including on account of recourse to collateral held by third parties that secure such Claim To the extent a Holder of a Claim receives a Distribution on account of such Claim and receives payment, in whole or in part, from a party that is not a Debtor on account of such Claim, such Holder shall, within 14 days of receipt thereof, repay or return the Distribution to the Debtor or the Liquidating Trustee, to the extent the Holder's total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such Disnbution under the Plan. (h) Claims Payable by Insurance, Third Pm ties, Recourse to Collateral No Distributions under the Plan shall be made on account of an Allowed Claim that Is payable pursuant to one of the Debtors' insurance policies, surety agreements, other non -Debtor payment agreements, or collateral held by a thud party, until the Holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy, surety agreement, other non - Debtor payment agreement, or collateral, as applicable To the extent that one or more of the Debtors' insurers, sureties, or non -Debtor payors pays or satisfies in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction), or such collateral or proceeds from such collateral is used to satisfy such Claim, then immediately upon such payment, the applicable portion of such Claim shall be expunged without a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court