Common use of Affirmative Commitments Clause in Contracts

Affirmative Commitments. Subject to ‎Section 7, except as set forth in this ‎Section 6, during the Agreement Effective Period, the Company agrees to: (a) support, act in good faith, and take all steps reasonably necessary and desirable to consummate the Transactions in accordance with this Agreement, including launching the Exchange in accordance with the applicable Milestone unless waived or modified in accordance with the terms hereof; (b) to the extent any legal, financial, or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated herein, negotiate in good faith with the Consenting Stakeholders appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; (c) use commercially reasonable efforts to obtain any and all consents and third-party approvals that are necessary and/or advisable for the implementation or consummation of any part of the Transactions, including obtaining any and all required regulatory or governmental approvals to consummate the Transactions; (d) negotiate in good faith and use commercially reasonable efforts to execute, deliver, and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement (including the Transaction Term Sheet) to which it is required to be a party, and to implement the Transactions; (e) use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent; (f) maintain the good standing and legal existence of each Company Party under the Laws of the state in which it is incorporated, organized or formed; (g) conduct its businesses and operations in the ordinary course and in compliance with Law in a manner that is otherwise in compliance in all respects with all of the provisions of the Existing Facilities Documents; (h) notify counsel to the Required Consenting Debenture Holders and the Term Loan Lenders if the Special Committee decides to enter into any engagement letter or other agreement with any non-legal advisor that (i) does not provide for its termination automatically upon the occurrence of the Transaction Effective Date or (ii) contains a “tail” or similar provision that could entitle such advisor to payment of any fees or expenses in connection with any transaction (including, but not limited to, any capital raise or sale of all or any portion of the Company’s assets) occurring after the Transaction Effective Date; (i) use commercially reasonable efforts to provide the Consenting Stakeholders with any information reasonably requested regarding the Company Parties and reasonable access to management and advisors of the Company Parties for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; and (j) inform counsel to the Consenting Stakeholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know to be, or would reasonably expect to be, a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any involuntary insolvency proceedings or legal suit, investigation, or enforcement action from or by any person in respect of any Company Party, (iii) any material breach of any of the terms, conditions, representations, warranties or covenants set forth in this Agreement (including a breach by any Company Party), or (iv) the occurrence of a Termination Event.

Affirmative Commitments. Subject to ‎Section 7, except as set forth in this ‎Section 6, during During the Agreement Effective Period, the each Consenting Creditor severally, and not jointly, agrees in respect of all of its Company agrees Claims/Interests (subject to Sections 5.05 and 5.06) to: (a) supportin respect of each of its Company Claims/Interests, act in good faith, faith and take all steps reasonably necessary support the Restructuring Transactions as contemplated by this Agreement and desirable to consummate the Transactions in accordance with this AgreementProposed Plan, including launching the Exchange to vote and exercise any powers or rights available to it (including in accordance with the applicable Milestone unless waived any creditors’ meeting or modified in accordance with the terms hereof; (b) any process requiring voting or approval to which such Consenting Creditor is legally entitled to participate), in each case in favor of any matter requiring approval to the extent any legal, financial, necessary to implement the Restructuring Transactions and within the timeframe outlined herein and in the Definitive Documents and not change or structural impediment arises that would prevent, hinder, withdraw (or delay the consummation of the Transactions contemplated herein, negotiate in good faith with the Consenting Stakeholders appropriate additional cause to be changed or alternative provisions or alternative implementation mechanics to address withdrawn) any such impediment; vote; provided, however, that no Consenting Creditor shall be obligated to waive (cto the extent waivable by such Consenting Creditor) use commercially reasonable efforts any condition to obtain any and all consents and third-party approvals that are necessary and/or advisable for the implementation or consummation of any part of the Transactions, including obtaining any and all required regulatory or governmental approvals to consummate the Restructuring Transactions; (db) give any notice, order, instruction, or direction to the Agent and/or Indenture Trustee necessary to give effect to the Restructuring Transactions; (c) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement (including the Transaction Term Sheet) to which it is required to be a party, and party or to implement the Transactions; (e) use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent; (f) maintain the good standing and legal existence of each Company Party under the Laws of the state in which it is incorporated, organized or formed; (g) conduct its businesses and operations in the ordinary course and in compliance with Law in has a manner that is otherwise in compliance in all respects with all of the provisions of the Existing Facilities Documents; (h) notify counsel consent right pursuant to the Required Consenting Debenture Holders and the Term Loan Lenders if the Special Committee decides to enter into any engagement letter or other agreement with any non-legal advisor that (i) does not provide for its termination automatically upon the occurrence of the Transaction Effective Date or (ii) contains a “tail” or similar provision that could entitle such advisor to payment of any fees or expenses in connection with any transaction (including, but not limited to, any capital raise or sale of all or any portion of the Company’s assets) occurring after the Transaction Effective Date; (i) use commercially reasonable efforts to provide the Consenting Stakeholders with any information reasonably requested regarding the Company Parties and reasonable access to management and advisors of the Company Parties for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairsSection 3.02; and (jd) inform counsel consider in good faith any appropriate additional or alternative provisions or agreement necessary to the Consenting Stakeholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of (i) address any matter or circumstance which they know to belegal, financial, or structural impediment that may arise that would reasonably expect prevent, hinder, impede, delay or are necessary to be, a material impediment to effectuate the implementation or consummation of the Transactions, (ii) any notice of any commencement of any involuntary insolvency proceedings or legal suit, investigation, or enforcement action from or by any person Restructuring Transactions in respect of any Company Party, (iii) any material breach of any of the terms, conditions, representations, warranties or covenants set forth in accordance with this Agreement (including a breach by any Company Party), or (iv) and the occurrence of a Termination EventProposed Plan.

Affirmative Commitments. Subject to ‎Section 7, except Except as set forth in this ‎Section 6Section 8, during the Agreement Effective Period, the Company agrees Parties agree to: (a) support, act in good faith, support and take all steps reasonably necessary and desirable to consummate the Transactions Restructuring in accordance with this Agreement, including launching the Exchange in accordance with the applicable Milestone unless waived or modified in accordance with the terms hereof; (b) to the extent any legal, financial, legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions Restructuring contemplated herein, negotiate in good faith with the Consenting Stakeholders appropriate additional or alternative provisions or alternative implementation mechanics support and take all steps reasonably necessary and desirable to address any such impediment; (c) use commercially reasonable efforts to obtain any and all consents and required regulatory and/or third-party approvals with respect to the Restructuring; (d) actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring; (e) use commercially reasonable efforts to obtain proposals and written commitments for a potential Alternative Exit Facility; (f) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the negotiations of the Definitive Documents; (iii) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; and (iv) the status and progress of the Company Parties’ efforts to solicit proposals and written commitments for a potential Alternative Exit Financing; (g) inform counsel to the Consenting Stakeholders as soon as reasonably practicable after becoming aware of: (i) any event or circumstance that are necessary and/or advisable for has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or would result in the termination of, this Agreement with respect to such Party; (ii) any matter or circumstance which they know, or suspect is likely, to be a material impediment to the implementation or consummation of any part of the Transactions, including obtaining any and all required regulatory or governmental approvals to consummate the TransactionsRestructuring; (diii) any notice of any commencement of any material involuntary Insolvency Proceedings, legal suit for payment of debt, or enforcement of a security interest by any person in respect of any Company Party; (iv) a breach of this Agreement (including a breach by any Company Party); (v) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made; and (vi) any material operations or financial developments of the Company Parties. (h) make commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdiction in which they are incorporated or organized; (i) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute and implement deliver the Definitive Documents and any other necessary required agreements that are consistent with to effectuate and consummate the Restructuring as contemplated by this Agreement (including the Transaction Term Sheet) to which it is required to be a party, and to implement the TransactionsAgreement; (ei) provide counsel for the Consenting Stakeholders a reasonable opportunity to review draft copies of all First Day Pleadings and “second day” pleadings, (ii) to the extent reasonably practicable, provide counsel to any Consenting Stakeholders materially affected by such filing a reasonable opportunity to review draft copies of other documents that the Company Parties intend to file with the Bankruptcy Court and, in each case (i) and (ii), the Company Parties shall consult in good faith with such Consenting Stakeholders regarding the form and substance of the First Day Pleadings; (k) make commercially reasonable efforts to operate their businesses in the ordinary course, taking into account the Restructuring and the Chapter 11 Cases; (l) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (m) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (n) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (o) use commercially reasonable efforts to seek additional support for the Transactions Restructuring from their other material stakeholders to the extent reasonably prudent; (f) maintain the good standing and legal existence of each Company Party under the Laws of the state in which it is incorporatedprudent and, organized or formed; (g) conduct its businesses and operations in the ordinary course and in compliance with Law in a manner that is otherwise in compliance in all respects with all of the provisions of the Existing Facilities Documents; (h) notify counsel to the Required Consenting Debenture Holders and extent the Term Loan Lenders if the Special Committee decides Company Parties receive any Joinders or Transfer Agreements, to enter into any engagement letter or other agreement with any non-legal advisor that (i) does not provide for its termination automatically upon the occurrence of the Transaction Effective Date or (ii) contains a “tail” or similar provision that could entitle such advisor to payment of any fees or expenses in connection with any transaction (including, but not limited to, any capital raise or sale of all or any portion of the Company’s assets) occurring after the Transaction Effective Date; (i) use commercially reasonable efforts to provide notify the Consenting Stakeholders with any information reasonably requested regarding the Company Parties of such Joinder and reasonable access to management and advisors of the Company Parties for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; and (j) inform counsel to the Consenting Stakeholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know to be, or would reasonably expect to be, a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any involuntary insolvency proceedings or legal suit, investigation, or enforcement action from or by any person in respect of any Company Party, (iii) any material breach of any of the terms, conditions, representations, warranties or covenants set forth in this Agreement (including a breach by any Company Party), or (iv) the occurrence of a Termination EventTransfer Agreements.

Affirmative Commitments. Subject to ‎Section 7the terms and conditions hereof, except as set forth in this ‎Section 6, during for the Agreement Effective duration of the Restructuring Support Period, the Company agrees Ad Hoc Noteholder Group agrees, in respect of all its members, including any party that executes a Joinder, to: (a) support, act negotiate in good faithfaith and use Commercially Reasonable Best Efforts to execute, deliver and implement the Definitive Documents to which it is required to be a party; (b) support and cooperate with the Company to take all steps reasonably Commercially Reasonable Best Efforts necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement, including launching the Exchange in accordance with the applicable Milestone unless waived or modified in accordance with Plan and the terms hereofand conditions of this Agreement and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case, if and when solicited to do so, in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (bc) give any required notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions if requested by the Company to do so, provided that no member of the Ad Hoc Noteholder Group shall be required hereunder to provide any Person (including but not limited to the Agents) with any indemnities or similar undertakings in connection with such notice, order, instruction, or direction or to incur any fees or expenses in connection therewith; (d) support the Restructuring Transactions within the timeframes outlined herein and in the Definitive Documents; and (e) to the extent any legal, financialregulatory, or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated hereinRestructuring, negotiate in good faith with the Consenting Stakeholders appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; (c) use commercially reasonable efforts to obtain any and all consents and third-party approvals that are necessary and/or advisable for the implementation or consummation of any part of the Transactions, including obtaining any and all required regulatory or governmental approvals to consummate the Transactions; (d) negotiate in good faith and use commercially reasonable efforts to execute, deliver, and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement (including the Transaction Term Sheet) to which it is required to be a party, and to implement the Transactions; (e) use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent; (f) maintain the good standing and legal existence of each Company Party under the Laws of the state in which it is incorporated, organized or formed; (g) conduct its businesses and operations in the ordinary course and in compliance with Law in a manner that is otherwise in compliance in all respects with all of the provisions of the Existing Facilities Documents; (h) notify counsel to the Required Consenting Debenture Holders and the Term Loan Lenders if the Special Committee decides to enter into any engagement letter or other agreement with any non-legal advisor that (i) does not provide for its termination automatically upon the occurrence of the Transaction Effective Date or (ii) contains a “tail” or similar provision that could entitle such advisor to payment of any fees or expenses in connection with any transaction (including, but not limited to, any capital raise or sale of all or any portion of the Company’s assets) occurring after the Transaction Effective Date; (i) use commercially reasonable efforts to provide the Consenting Stakeholders with any information reasonably requested regarding the Company Parties and reasonable access to management and advisors of the Company Parties for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; and (j) inform counsel to the Consenting Stakeholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know to be, or would reasonably expect to be, a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any involuntary insolvency proceedings or legal suit, investigation, or enforcement action from or by any person in respect of any Company Party, (iii) any material breach of any of the terms, conditions, representations, warranties or covenants set forth in this Agreement (including a breach by any Company Party), or (iv) the occurrence of a Termination Event.