Common use of Commitments of the Parties to this Agreement Clause in Contracts

Commitments of the Parties to this Agreement. (a) Support of First Amended Plan. As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each Party hereto agrees for itself, that it will: i. promptly upon execution of this Agreement, negotiate in good faith to prepare the Definitive Restructuring Documentation, which shall contain provisions consistent with this Agreement and the Term Sheet and such other provisions as are mutually acceptable to the Parties; ii. subject to Section 3(a)(v), from and after the date hereof, not support any other plan of reorganization or any other equity commitment agreement other than the Equity Commitment Agreement or take any action that is inconsistent with, or could reasonably be expected to prevent, delay or impede solicitation, confirmation or consummation of the First Amended Plan or any document filed with the Bankruptcy Court in furtherance of soliciting or confirming the First Amended Plan or consummating the transactions contemplated thereby, including but not limited to the consummation of the Equity Commitment Agreement; iii. from and after the date hereof, agree not to directly or indirectly propose, sponsor, support, or solicit votes in favor of any other plan of reorganization other than the First Amended Plan; iv. agree, if applicable, to permit disclosure in the Amended Disclosure Statement and any filings by Tronox with the United States Securities and Exchange Commission of the contents of this Agreement; v. following receipt of the Amended Disclosure Statement and other related solicitation materials approved by the Bankruptcy Court, vote all Claims that it holds or controls, if any, in favor of the First Amended Plan by delivering its duly executed and timely completed ballot or ballots accepting the First Amended Plan to the balloting agent for the First Amended Plan, and it shall not thereafter withdraw or change such vote so long as the First Amended Plan, the Amended Disclosure Statement and this Agreement are not modified except in accordance with this Agreement; provided however, members of the Creditors’ Committee, including members that are Parties to this Agreement, may vote in favor of any plan of reorganization other than the First Amended Plan and not be in violation of the commitments set forth in this Agreement; vi. not object to or otherwise commence any proceeding or take any other action opposing any of the terms of this Agreement, the Equity Commitment Agreement, the Amended Disclosure Statement or the First Amended Plan; and vii. in the case of the Creditors’ Committee, recommend to its members and constituents that they vote in favor of the First Amended Plan; provided, that nothing contained in this Agreement shall be deemed to prevent Tronox, the Creditors’ Committee or any other Party hereto from taking or failing to take any action that it is obligated to take (or fail to take) in the performance of any fiduciary or similar duty which Tronox, the Creditors’ Committee or such other Party owes to any other person or entity.

Commitments of the Parties to this Agreement. (a) Support of First Amended Plan. As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each Party hereto agrees for itself, that it will: i. promptly upon execution of this Agreement, negotiate in good faith to prepare the Definitive Restructuring Documentation, which shall contain provisions consistent with this Agreement and the Term Sheet and such other provisions as are mutually acceptable to the Parties; ii. subject to Section 3(a)(v), from and after the date hereof, not support any other plan of reorganization or any other equity commitment agreement other than the Equity Commitment Agreement or take any action that is inconsistent with, or could reasonably be expected to prevent, delay or impede solicitation, confirmation or consummation of the First Amended Plan or any document filed with the Bankruptcy Court in furtherance of soliciting or confirming the First Amended Plan or consummating the transactions contemplated thereby, including but not limited to the consummation of the Equity Commitment Agreement; iii. from and after the date hereof, agree not to directly or indirectly propose, sponsor, support, or solicit votes in favor of any other plan of reorganization other than the First Amended Plan; iv. agree, if applicable, to permit disclosure in the Amended Disclosure Statement and any filings by Tronox with the United States Securities and Exchange Commission of the contents of this Agreement; v. following receipt of the Amended Disclosure Statement and other related solicitation materials approved by the Bankruptcy Court, vote all Claims that it holds or controls, if any, in favor of the First Amended Plan by delivering its duly executed and timely completed ballot or ballots accepting the First Amended Plan to the balloting agent for the First Amended Plan, and it shall not thereafter withdraw or change such vote so long as the First Amended Plan, the Amended Disclosure Statement and this Agreement are not modified except in accordance with this Agreement; provided however, members of the Creditors’ ' Committee, including members that are Parties to this Agreement, may vote in favor of any plan of reorganization other than the First Amended Plan and not be in violation of the commitments set forth in this Agreement; ; vi. not object to or otherwise commence any proceeding or take any other action opposing any of the terms of this Agreement, the Equity Commitment Agreement, the Amended Disclosure Statement or the First Amended Plan; and vii. in the case of the Creditors’ Committee, recommend to its members and constituents that they vote in favor of the First Amended Plan; provided, that nothing contained in this Agreement shall be deemed to prevent Tronox, the Creditors’ Committee or any other Party hereto from taking or failing to take any action that it is obligated to take (or fail to take) in the performance of any fiduciary or similar duty which Tronox, the Creditors’ Committee or such other Party owes to any other person or entity.;