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Case 1:20-bk-12043 Doc 643 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc Main <br />Document Page 11 of 20 <br />provided that (i) any and all rights and claims relating to the Agreement or the <br />Settlement Payment Recovery Amount shall be preserved, and (ii) any and all rights <br />and claims of the DIP Secured Parties and the Prepetition Secured Parties and any <br />of their respective assignees and designees relating to the sale of assets from certain <br />of the Debtors pursuant to the terms of the APA shall be preserved; and provided, <br />further, that any such assignees and designees shall be treated as third -party <br />beneficiaries under the Agreement and all rights of such parties are expressly <br />preserved. <br />29. True copies of the Settlement Order, together with the Settlement Agreement and <br />the Joinder are attached to this Application as Exhibit C. <br />30. On December 14, 2020, Cortland/AD submitted the invoice of its counsel, Holland <br />& Knight LLP ("Holland & Knight"), for payment pursuant to the Paragraph 25 of the Final DIP <br />Order to the Debtors and the other Review Parties via e-mail (the "December 14 E-Mail"). A true <br />copy of that e-mail and the invoice are attached to this Application as Exhibit D. <br />31. The following day, counsel to the Committee forwarded the December 14 E-Mail <br />to Stroock & Stroock & Lavan LLP taking the position that "the full amount of the lenders' fees <br />under the budgets have already been paid. Per our settlement, there would be nothing more payable <br />to the agent. Can you please advise them as such and have this withdrawn? If you have any <br />questions about the economics, please feel free to call A.J.," presumably meaning A.J. Webb, an <br />attorney for the Debtors copied on the e-mail (the "December 15 E-Mail") <br />32. Stroock forwarded the Committee's December 15 E-Mail to Holland & Knight, <br />explaining that the Committee's allusion in that e-mail to the "lenders' fees under the budgets" <br />referred to Paragraph 61.c(iii) of the Sale Order quoted above, which provides that "the Prepetition <br />Lenders' and DIP Lenders' professionals' fees shall be paid by the Debtors only to the extent set <br />forth in the Approved Cash Flow Forecast." <br />33. As the December 15 E-Mail recommended, Cortland/AD's counsel at Holland & <br />Knight reached out to the Debtors' counsel on December 17, 2020 (the "December 17 E-Mail"), <br />26594115v.2 <br />