STANDSTILLAGREEMENT-合同范本模板

1、STANDSTILLAGREEMENTagreeme nt is (m/d/y),betwee n domestic subsidiaries and affiliates ( of un secured creditors of aaa (the wit nesseththismade as ofthisaaa inc. and all its aaa ) and the in formal mittee mittee ).whereas, on ,(m/d/y)(the mitteeorganization date' ), the mittee organized itself,

2、 at the request of aaa, and as in itially orga ni zed is p rised of the follow ing pani es: bbb, inc.ccc, ddd, in c., eee pany, fff, llc, ggg, p acific asset man ageme nt; andwhereas, the mittee has advised aaa that it has retained the services of hhh lip (tb&f ' ) as its counsel; andwhereas

3、, aaa is desirous of en teri ng into an out of court p ositi on, exte nsion or other acce ptable agreeme nt pro vid ing for the treatme nt of its outstanding claims (the position agreement ) and further,aaa hasagreed to allow the mittee a reas on able p eriod of time to con duct such due diligeneeas

4、 itmay require to determine the feasibility andadvisability of enter ing into such a position agreement (the standstillperiod ), andwhereas, other than as provided in paragraph 2 of this agreement, aaa has agreed that duri ng the sta ndstill p eriod it shall make no p ayme nts, transfers or returns

5、of merchandise on account of any itsdebts orobligati ons to anyone that arose or accrued p rior to the date of this agreeme nt, without the writte n consent of the mittee.nowtherefore,for valuable consideration,including the forbearaneeof each mittee member, the p arties hereby agree as follows:on(p

6、 acifictime),(m/d/y); (b) the mittee and aaa agree, ina writi ng executed in the samema nn eras this agreeme nt, to modify, repl ace1. this agreeme nt shall rema in in effect and shall term in ate on the earlierof:(a)5:00or terminate this agreement; (c) aaa defaults under or otherwise violates the t

7、erms of this agreeme nt and the mittee term in ates this agreeme nt or an order for relief un der the bankruptcy code is en tered aga inst aaa or an assig nment for the ben efit of creditors is executed by aaa (collective ly, the term in ati on date ').2. duri ng the sta ndstillp eriod, aaa shal

8、l make no p ayme nts, tran sfersor retu rns of mercha ndise on acco unt of any of its p ast due debts as of the date of this agreement including, but not limited to, goods or mercha ndise that were shi pped or delivered p rior to the date of this agreement; provided however, during the standstillper

9、iod, aaa shall usefunds to maintain its exist ing op erati ons substa ntially in accorda nee with a budget to be agreed upon.123transferits assets, includingoutside of the ordinary course3. duri ng the sta ndstill p eriod, aaa shall con duct its bus in ess in the ordinary course and shall take no ac

10、ti on, without the p rior writte n consent of the mittee and sell or otherwiseinventory,via bulk sale(s) or otherwise,of its bus in ess.4. subject to the separate reas on able fees and expen ses incu during the period between the mitteeagreeme nt, rred by the mittee orga ni zati on dateletteraaa wil

11、l pay the 's professionals and the term in ati ondate. contemporan eously with the executi on of this agreeme nt, aaa will wire tran sfer $,to tb&f. at the con clusi on of the sta ndstillp eriod, tb&f shall pro vide aaa, and its coun sel, with a billi ngstateme ntsett ing forth the ide n

12、tity of each tb&f pro fessi onal who has p erformed services for and on behalf of the mittee, the rate charged by each such pro fessi on al, and the aggregate time spent by each for the service pro vided. tb&f ack no wledges that duri ng the sta ndstill p eriod no legal services shall be pro

13、 vided for any in dividual mittee memberor on behalf of any other en tity other tha n the mittee in conn ecti on with aaa an d/or this agreeme nt. tb&f will also forward cop ies of the expen ses in curred by the mittee member.5. duri ng the sta ndstill p eriod, and so long as aaa has p lied with

14、all of its obligationsunder the STANDSTILlAGREEMENTe membersof themittee will (a) forebear from exercis ing such rights as they may have aga inst aaa for p ayme nt or collecti on of sums that may be due to them, and (b) either join tly or in dividually, forebear from p artic ip ati ng inthe filing o

15、f an involuntary bankruptcyproceeding or state courtreceivership against aaa. such forbearanee of the claims of any mittee member.6. thisagreement does not createpartn ershi p betwee n the p arties.7. thisagreement constitutes theis nota jointen tirea waiver of any portionventure or create aagreemen

16、t between thep arties with res pect to the subject matter hereof. all p rior agreeme ntsand un dersta ndings are merged here in and there are no oral un dersta ndings apart form the terms of this agreeme nt. this agreeme nt may be altered, ame nded or modified only by a writte n in strume nt sig ned by all p arties to this agreeme nt.8. this agreeme nt and any issues aris ing here un der will be gover nedby the laws of the state of california.9. this agreement may be executed in one orin cludi ng facsimileorig in al,and allagreeme nt.1transmittals,each of w