Commitment of Company Sample Clauses

Commitment of Company. The Company shall (a) support and complete the Transactions embodied in the Restructuring Term Sheet; (b) do all things necessary and appropriate in furtherance of the Transactions embodied therein, including, without limitation, in the absence of consummating an out-of-court restructuring to satisfy the Company’s outstanding secured indebtedness, (i) commencing the Chapter 11 Cases on or before April 9, 2013 (the “Outside Petition Date,” and the actual commencement date, the “Petition Date”) and (ii) taking all steps necessary and desirable to obtain an order of the Bankruptcy Court, acceptable in all respects to each of the Consenting Noteholders, confirming the Plan of Reorganization within the timeframes contemplated by this Agreement; (c) obtain any and all required regulatory and/or third-party approvals for the transactions (including the Transactions) embodied in the Restructuring Term Sheet and Plan of Reorganization; and (d) not take any action inconsistent with, or intended or likely to interfere with consummation of, the restructuring and the transactions (including the Transactions) embodied in the Restructuring Term Sheet and Plan of Reorganization. Regardless of whether such transactions are consummated, the Company shall promptly pay in cash upon demand any and all fees and reasonable and documented accrued and unpaid out-of-pocket expenses incurred by WLRK and one local counsel, if any, on behalf of the Consenting Noteholders in connection with the negotiation, documentation and consummation of this Agreement, the Restructuring Term Sheet, the Plan of Reorganization, the Solicitation Materials and all other documents related to the Plan of Reorganization and such transactions.

Commitment of Company. The Company shall (a) support and complete the Restructuring Transactions on the terms set forth in the Plan of Reorganization, (b) do all things necessary and appropriate in furtherance of the Restructuring Transactions embodied in the Plan of Reorganization, including, without limitation (i) in the event of an In-Court Restructuring, commencing the chapter 11 cases on or before June 30, 2011 (the “Outside Petition Date,” and the actual commencement date, the “Petition Date”), (ii) in the event of an In-Court Restructuring, taking all steps reasonably necessary to obtain an order of the Bankruptcy Court, that is reasonably satisfactory in form and substance to the counsel for the Consenting 8.625% Noteholders and counsel to the Consenting AcqCo Noteholders, confirming the Plan of Reorganization on or before the deadlines set forth in this Agreement, and (iii) taking all steps reasonably necessary and desirable to cause the effective date of the Restructuring to occur on or before the deadlines set forth in this Agreement, (c) seek promptly and obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions embodied in the Plan of Reorganization, (d) not take any action that is inconsistent with, or is intended or is reasonably likely to interfere with consummation of, the Restructuring and the Restructuring Transactions embodied in the Plan of Reorganization, (e) operate its business in the ordinary course based on historic practices and the operations contemplated pursuant to the Company’s business plan, taking into account the Out-of-Court Restructuring or the In-Court Restructuring, as the case may be, (f) provide a weekly report of all amounts paid pursuant to any “first day” order to counsel for the Ad Hoc 8.25% Noteholders and counsel for the JPMorgan Noteholders, beginning on July 7, 2011, and each Thursday thereafter until entry of the Confirmation Order, and (g) if a member of the Company’s management knows of a breach by the Company in any material respect of any of the obligations, representations, warranties, or covenants of the Company set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Consenting 8.625% Noteholders and counsel to the Consenting AcqCo Noteholders.

Commitment of Company. Unless specifically authorized in writing, the Consultant is not authorized to bind or commit Company or its affiliates to any third party by any representation, promise, contract, or agreement for any purpose whatsoever.