Covenants of GM and Xxxxxx. (a) Amendments to and Termination of the GM Transaction Agreements and Certain Other Agreements. Each of GM and Xxxxxx agrees that, prior to the Merger Effective Time, it will, subject to the provisions of the immediately following sentence, consult with EchoStar regarding any change, amendment or waiver that is proposed to be made to any of the GM Transaction Agreements, the Xxxxxx Transaction Agreements or any of the other agreements contemplated thereby. During such period, no changes or amendments will be made to such agreements, or waivers of rights under such agreements, without the written consent of EchoStar, unless such changes or amendments, taken together with all other changes and amendments (i) could not reasonably be foreseen to have an adverse effect on the business, assets, liabilities or financial condition of Xxxxxx and (ii) do not shift responsibility for any liabilities between GM and any GM Affiliate, on the one hand, and Xxxxxx and any Xxxxxx Affiliate, on the other hand, change in any substantive or non-immaterial respect any conditions or termination provisions, change any terms or provisions in which a change thereof would be prohibited after receipt of the Requisite Stockholder Approval, or impair or delay the consummation of the GM Transactions or the Merger. Each of GM and Xxxxxx agrees that it shall not, and shall not permit any of its affiliates to, terminate any of the GM Transaction Agreements, the Xxxxxx Transaction Agreements or any of the other agreements contemplated thereby, other than in connection with the termination of this Agreement, the GM/Xxxxxx Separation Agreement or the Merger Agreement (each of which may be terminated in accordance with its terms), without the written consent of EchoStar. Each of GM and Xxxxxx shall promptly provide to EchoStar a copy of any amendment to any of the GM Transaction Agreements or Xxxxxx Transaction Agreements.
