Commitments of the Parties. Subject to the terms and conditions hereof, and for so long as this Agreement has not been terminated in accordance with the terms hereof, each of the Parties covenants and agrees that it and each of its affiliates shall:
(i) support consummation of the Restructuring, including the solicitation, confirmation and consummation of the Agreed Plan, as may be applicable, pursuant to the terms set forth in this Agreement;
(ii) support and not object, on any grounds, to the terms, conditions, nature or amount of the Capital Increase; and
(iii) to the extent applicable, not directly or indirectly (A) take any action that is inconsistent with this Agreement, or that would delay, obstruct or interfere with the proposal, solicitation, confirmation or consummation of the Agreed Plan or the Capital Increase or (B) solicit or direct any person, including, without limitation, any indenture trustee for the Existing Notes, to undertake any action inconsistent with or prohibited by this Agreement.
Commitments of the Parties. Subject to the terms and conditions herein, KMTP agrees to deliver or cause to be delivered to COPANO at the Delivery Point all of the Gas in the KMTP Line available for delivery at the Delivery Point. COPANO shall have the exclusive right and option to Process all such Gas in the Plant. Notwithstanding the foregoing, KMTP shall have the right to require COPANO to bypass the Plant with all or part of the Inlet Gas during any period in which the threat of hurricanes or freezing weather in the U. S. Gulf Coast area in imminent, present or recent, if, in KMTP's sole opinion, such Inlet Gas is needed to fulfill KMTP's contract obligations. During such period, COPANO's payment obligations under Article 4, KMTP's payment obligations under Article 5, and COPANO's performance obligations under Section 2.3 shall be deemed suspended and waived by both KMTP and COPANO.
Commitments of the Parties. In accordance with the terms of its Accreditation, and within its defined Geographical Scope of Application, Ecomaison manages a collective system in compliance with the French Environmental Code.
2.1: Ecomaison's commitments
2.2: The Contracting Party's commitments
Commitments of the Parties. (a) The Debtors agree that they shall:
(i) (A)(1) support and work diligently towards the completion of the Restructuring Transactions set forth in this Agreement, (2) negotiate in good faith all Definitive Documentation that is subject to negotiation as of the effective date of this Agreement and take any and all reasonable actions in furtherance of the Plan and this Agreement, (3) take all commercially reasonable actions necessary to complete the Restructuring Transactions set forth in the Plan, (4) make commercially reasonable efforts to obtain any and all required regulatory and third-party approvals necessary to consummate the Restructuring Transactions, if any, and (5) support and take such actions as are necessary or appropriate or reasonably requested by Plan Sponsor in furtherance of the Restructuring Transactions in accordance with, and within the time frames contemplated by, this Agreement; and (B) shall not undertake any action materially inconsistent with the adoption and implementation of the Plan and the confirmation thereof, including, without limitation, filing any motion to reject this Agreement.
(ii) afford Plan Sponsor and its respective attorneys, consultants, accountants, and other authorized representatives access, upon reasonable notice during normal business hours, and at other reasonable times, to the properties, books, contracts, commitments, records, management personnel, and advisors of the Debtors that are reasonably requested to consummate the Restructuring Transactions (but in no event, shall the Debtors be required to provide access to any materials that are protected by the attorney-client, work-product or other protective privilege). In addition, the Debtors shall promptly notify Plan Sponsor of any material developments with respect to the Debtors’ business, the Chapter 11 Cases, or otherwise.
(iii) as to themselves and their subsidiaries, after the date of entry into this Agreement and prior to the Plan Effective Date, and except as required by applicable law:
(A) Provide the Plan Sponsor with two (2) business days’ notice prior to entering into any proposed new contracts and agreements involving individual commitments of more than $25,000;
(B) Provide the Plan Sponsor with two (2) business days’ notice prior to entering into any agreement for the sale or encumbrance of any assets between the date of this Agreement and the Plan Effective Date in excess of $25,000 for any single transaction or $50,000 for any series of r...
Commitments of the Parties. 31. This Agreement recognises that the Parties have some roles and responsibilities that rest solely within a single jurisdiction, where agreement from the other jurisdictions is not required, some will be implemented following intergovernmental consultation, and others will be delivered in partnership.
32. The Parties recognise the foundation of institutional relationships and arrangements between governments and the agricultural sector is already well developed. This Agreement will build on these and strengthen arrangements with other industries, the environmental sector, and the broader community.
33. Each Party commits to:
a. adhering to and consistently applying the key biosecurity principles (above)
b. maintaining Australia’s biosecurity status, recognising its benefits and protections
c. a nationally consistent approach to system activities, measures and components
d. fulfilling, financially resourcing to maintain an effective biosecurity system and being accountable for their commitments under this Agreement and emergency response deeds and agreements
e. sharing responsibility for biosecurity with others as appropriate, including facilitating partnerships between governments, industries and the community f. sharing biosecurity information, data, intelligence and other knowledge necessary for the efficient functioning of the national biosecurity system with other Parties and, where appropriate, with industry and the community g. managing national priority pests and diseases (aquatic and terrestrial) under a Party’s responsibility
Commitments of the Parties. 5.1 The Parties agree to perform the following technical or commercial commitments “Commitments”) in relation to the activities of the Joint Venture: [List each party’s commitments with respect to the joint venture activities.]
5.2 Performance of each Party’s Commitments shall be additional to any in-kind contributions required to be made under Article 3. Such Commitments shall be performed [free of charge OR on such terms as shall be approved by the Management Committee.]
5.3 Each Party shall use reasonable care and skill in performing its respective Commitments.
5.4 A Party’s failure to perform its Commitments shall be treated as a breach of its obligations under this Agreement.
Commitments of the Parties. Under this Agreement.
2.1 Consenting Senior Note Holders’ and Debtors’ Support of Amended Plan.
(a) As long as this Agreement shall not have been terminated in accordance with Section 7 or Section 2.5 hereof, each Consenting Senior Note Holder agrees that, unless it shall have terminated its obligations hereunder pursuant to Section 7.1(d) hereof, by having executed and become party to this Agreement, it shall:
(1) support entry of the Disclosure Statement Order (as defined below);
(2) agree to permit disclosure in any disclosure statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate 7.00% Senior Notes Claims, 8.25% Senior Notes Claims, and 12.25% Senior Notes Claims held by all Consenting Senior Note Holders; provided, however, that the amount of such claims held by any individual Consenting Senior Note Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation, or legal process; and
(3) vote all Relevant Claims (as defined below) it holds to accept the Amended Plan when solicited pursuant to the Disclosure Statement Order by the Debtors, provided, however, that (a) the Disclosure Statement shall be substantially in the form attached hereto as Exhibit B, with any such amendments, supplements, changes and modifications thereto, which Disclosure Statement shall be in such form and substance as is reasonably satisfactory to Requisite Investors and with any changes or modifications required by the Bankruptcy Court; (b) the Amended Plan is in the form attached hereto as Exhibit A except as may be amended pursuant to Section 2.5(d) of this Agreement; and (c) the Bankruptcy Court has entered the Disclosure Statement Order.
(b) Unless the Debtors and the Consenting Senior Note Holders have agreed, in writing, to pursue an Alternative Plan (as defined below) and as long as this Agreement shall not have been terminated in accordance with Section 7 or Section 2.5 hereof, the Debtors (subject in all respects to their fiduciary duties) and each Consenting Senior Note Holder (so long as such Consenting Senior Note Holder shall not have terminated its obligations hereunder pursuant to Section 7.1(d) hereof) further agree that they shall not (as applicable):
(1) directly or indirectly seek, solicit, support, or vote in favor of any other plan, sale, proposal, or offer of dissolution, windi...
Commitments of the Parties. 2.1 short company name" is responsible for ensuring that the recipient receive the funds within 30 days after signing the contract, and for delivering their logo to be used in the event marketing.
Commitments of the Parties. 5.1 The Parties shall contribute to research and development activities in accordance with annual agreements (common research/work plan), according to paragraph 6.3.
5.2 The Parties shall also contribute to Code evolution coordination and to code Phasing at agreed intervals.
5.3 The Parties shall provide the Co-ordination Group all the information enabling it to report their contributions to the ALADIN General Assembly and HIRLAM Council.
Commitments of the Parties. 5.1.1 The Parties hereby agree and undertake towards each other to perform and observe all of the provisions of this Agreement, and all other agreements governing their relationship.
5.1.2 IFFCO shall off-take on a long term and the Company shall deliver to IFFCO to off-take directly or through its Affiliates 4 million tonnes of concentrated rock phosphate produced by the Company every year.
5.1.3 For the purpose of the offtake in Article 5.1.2 above, IFFCO shall enter into a long term rock off-take agreement (the "ROTA") with the Company, the terms of which shall be separately negotiated but shall be based on the following principles.
5.1.3.1 The concentrated rock phosphate should shall conform to specifications reasonably acceptable to IFFCO, such specifications shall be agreed to between the Company and IFFCO in the ROTA.
5.1.3.2 The supplies are FOB at one or more agreed ports in Australia.
5.1.3.3 The Price of the concentrate rock phosphate shall be at a discount of at least 5% of the Benchmark Price of rock. IFFCO shall provide no other support to the Company under the ROTA.
5.1.3.4 At the Company's option however,
a) The ROTA can have provisions for compensation to the Company in case IFFCO does not lift the contracted quantities and to IFFCO if the Company is unable to supply the contracted quantities.
b) In case the Benchmark Price falls below a value that reduces the return on investment of the project below an agreed amount, IFFCO can convert the entire discount into a subordinated loan at a nominal interest to be repaid in years when the market price is good. The details of this mechanism shall be agreed in the ROTA.
c) The minimum quantity supplied below which compensation claims can arise shall be 90% of the guaranteed quantities. Quantities below such minimum but not below 70% of the contracted quantity, shall be rolled over to the following two years without any compensation, provided the Company does not sell the deficient quantity in the spot market.
d) In case the Benchmark Price becomes such as it materially adversely affects the financial viability of either Party, the Parties will work together to mitigate the situation.
5.1.3.5 In case the Company exercises the option of entering into ROTA based on Article 5.1.3.4 above, the discount in Article 5.1.3.3 shall be read as 10%.
5.1.3.6 The benchmark price (the "Benchmark Price") shall be derived based on the price of equivalent quality of rock imported into India by IFFCO and other large...
