Common use of Additional Provisions Regarding Company Parties’ Commitments Clause in Contracts

Additional Provisions Regarding Company Parties’ Commitments. 8.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed that any such action that results in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 12.05 hereof.

Additional Provisions Regarding Company Parties’ Commitments. 8.01. 8.01 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company PartyParty (including any special committee of such governing body, as applicable), after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed however, that this Section 8.01 shall not impede any such action that results in a termination of Party’s right to terminate this Agreement pursuant to Section 12. The Company Parties shall give prompt written notice to counsel to the Consenting Stakeholders of any determination in accordance with the terms hereof shall be subject this Section 8.01 to the provisions set forth in Section 12.05 hereoftake or refrain from taking any action.

Additional Provisions Regarding Company Parties’ Commitments. 8.019.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, Party to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent it determines in good faith, upon advice of outside counsel, that the taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 9.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed that any such action that results in Agreement other than for purposes of determining whether a termination breach of this Agreement in accordance with by a Company Party has occurred that would entitle the terms hereof shall be subject Consenting Creditor Parties to the provisions set forth in terminate this Agreement pursuant to Section 12.05 hereof13.01(a), Section 13.02(a) or Section 13.03(a), as applicable.

Additional Provisions Regarding Company Parties’ Commitments. 8.017.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 7.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed that any such action that results in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 12.05 11.06 hereof.

Additional Provisions Regarding Company Parties’ Commitments. 8.017.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions or the Sale Transaction to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 7.01 shall not be deemed to constitute a breach of this AgreementAgreement (other than a failure to comply with this Section 7); provided, it is agreed provided that the Company Parties shall notify counsel to the Consenting Stakeholders in writing promptly in the event of any such action that results determination (and in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 12.05 hereofany event no later than two (2) Business Days following such determination).

Additional Provisions Regarding Company Parties’ Commitments. 8.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed that . The Company Parties shall give prompt written notice to the Consenting Stakeholders of any such action that results in a termination of this Agreement determination made in accordance with the terms hereof shall be subject to the provisions set forth in this Section 12.05 hereof.8.01

Additional Provisions Regarding Company Parties’ Commitments. 8.017.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law; provided, and however, that to the extent that any such action or inaction pursuant to is inconsistent with this Section 8.01 shall not Agreement or would be deemed to constitute a breach of this Agreement; providedhereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide the Consenting Stakeholders with written notice two (2) Business Days prior to when it is agreed that any or they intend to take such action that results in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 12.05 hereofor inaction.

Additional Provisions Regarding Company Parties’ Commitments. 8.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed that . The Company Parties shall provide written notice to the Consenting Stakeholders within one (1) Business Day of any such action that results in a termination of this Agreement determination made in accordance with the terms hereof shall be subject to the provisions set forth in this Section 12.05 hereof8.01.

Additional Provisions Regarding Company Parties’ Commitments. 8.011.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or Law, inconsistent with its corporate benefit, inconsistent with its fiduciary obligations under applicable Law, or result in any criminal liability for the relevant person, and any such action or inaction pursuant to this Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided, it is agreed that any such action that results in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 12.05 12.06 hereof.