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C. Releases by the Debtors and their Estates (the “Debtor Release”)
Effective as of the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code,
for good and valuable consideration (including, without limitation, the service of the
Released Parties to facilitate the expeditious reorganization of the Debtors, the
implementation of the restructuring contemplated by this Plan, and the waiver of certain
Claims of certain of the Released Parties against the Debtors) the adequacy of which is
hereby confirmed, to the fullest extent allowed by applicable law, each Released Party is
hereby deemed conclusively, absolutely, unconditionally, irrevocably, and forever released
and discharged by each and all of the Debtors, their Estates, and the Reorganized Debtors,
in each case on behalf of themselves and their respective successors, assigns, and
representatives, and any and all other Entities who may purport to assert any claim or Cause
of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from
any and all claims and Causes of Action, and liabilities whatsoever, including any derivative
claims, asserted by or assertable on behalf of any of the Debtors, their Estates, or the
Reorganized Debtors, as applicable, whether known or unknown, foreseen or unforeseen,
matured or unmatured, suspected or unsuspected, existing or hereinafter arising, contingent
or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or
derivatively, in law (or any applicable rule, statute, regulation, treaty, right, duty or
requirement), equity, contract, tort, violations of federal or state securities laws, or
otherwise, that the Debtors, their Estates, or the Reorganized Debtors would have been
legally entitled to assert in their own right (whether individually or collectively) or on behalf
of the Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any
Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on
behalf of the Debtors, based in whole or in part upon any act or omission, transaction, or
other occurrence or circumstances existing or taking place prior to or on the Effective Date
arising from or related in any way in whole or in part to, the Debtor-Related Matters.
Notwithstanding anything to the contrary in the foregoing, the releases set forth above do
not release (a) any obligations arising pursuant to or after the Effective Date of any party or
Entity under the Plan, the Confirmation Order, or any document, instrument, or agreement
(including those set forth in the Plan Supplement) executed to implement the Plan, (b) any
Causes of Action included in the Retained Causes of Action Schedule, or (c) actual fraud,
willful misconduct, or gross negligence as determined by a Final Order.
Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval,
pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each
of the related provisions and definitions contained in this Plan and, further, shall constitute
the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and
valuable consideration provided by the Released Parties; (b) a good faith settlement and
compromise of the claims or Causes of Action released by the Debtor Release; (c) in the best
interests of the Debtors, the Estates, and all Holders of Claims and Interests; (d) fair,
equitable, and reasonable; (e) given and made after reasonable investigation by the Debtors
and after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, their
Estates, or the Reorganized Debtors asserting any claim or Cause of Action released
pursuant to the Debtor Release.
Case 24-90612 Document 91-1 Filed in TXSB on 01/06/25 Page 56 of 71 |