Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 9, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring; (b) take any action that is inconsistent with, or is intended to frustrate, impede, delay or obstruct the approval, implementation, and consummation of the Restructuring; (c)modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents, including, without limitation, the Backstop Commitment Documents, the Takeback Exit Term Loan Facility Documents, and the DIP/Exit Facility Documents; (d) file any motion, pleading, or other Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement and the Definitive Documents; (e) seek, solicit, or support any Alternative Restructuring Proposal, other than as expressly permitted under Section 9.01 hereof; (f)Transfer any material asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the Required Consenting Term Lenders, and Ascent; (g) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring; 30

Negative Commitments. Except Subject to the terms and conditions of this Agreement, and except as set forth in Section 95.04, during the Agreement Effective Period, each Consenting Creditor agrees, in respect of the all of its Company Parties Claims/Interests, that it shall not directly or indirectly: : (a) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring; Restructuring Transactions; (b) take any action that is inconsistent withpropose, file, support, or is intended to frustrate, impede, delay or obstruct the approval, implementation, and consummation of the Restructuring; vote for any Alternative Restructuring Proposal; (c)modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents, including, without limitation, the Backstop Commitment Documents, the Takeback Exit Term Loan Facility Documents, and the DIP/Exit Facility Documents; (dc) file any motion, pleading, or other Definitive Document document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and or the Definitive Documents; Plan; (d) direct any Agent/Trustee to (i) take any Enforcement Actions or exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interests, including rights or remedies arising from the Prepetition ABL Facility, the Term Loan Facilities, or the Convertible Notes, or (ii) assert or bring any Claims under or with respect to the Prepetition ABL Facility, the Term Loan Facilities, or the Convertible Notes; (e) seek, solicitinitiate, or support have initiated on its behalf, any Alternative litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Proposal, other than as expressly permitted under Section 9.01 hereof; (f)Transfer any material asset or right of Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any asset Definitive Document or as otherwise permitted under this Agreement; (f) exercise, or direct any other person to exercise, any right used or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the business of the Company Parties to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the Required Consenting Term Lenders, and AscentParties; or (g) engage in any material mergerobject to, consolidationdelay, disposition, acquisition, investment, dividend, incurrence of indebtednessimpede, or take any other similar transaction outside action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the ordinary course of business other than the Restructuring; 30Bankruptcy Code.

Negative Commitments. Except as set forth in Section 97, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: : (a) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring; Restructuring Transactions; (b) take any action that is inconsistent with, or is intended to frustrate, impede, delay frustrate or obstruct the impede approval, implementation, implementation and consummation of the Restructuring; Restructuring Transactions described in, this Agreement or the Plan; (c)modify c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents, including, without limitation, the Backstop Commitment Documents, the Takeback Exit Term Loan Facility Documents, and the DIP/Exit Facility Documents; in all material respects; (d) file any motion, pleading, or other Definitive Document Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and the Agreement, any other Definitive Documents; , or the Plan; (e) sell, or file any motion or application seeking to sell, any assets other than in the ordinary course of business; (f) seek, solicit, solicit or support any Alternative Restructuring Proposal, other than as expressly permitted under Section 9.01 7.01 hereof; (f)Transfer any material asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the Required Consenting Term Lenders, and Ascent; or (g) engage terminate, and shall remain in any material mergercompliance with and not breach, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside the reimbursement obligations owed to (i) the Secured Lender Group Representatives and the members of the ordinary course Secured Lender Group, which includes the reimbursement obligations set forth in agreements with each of business other than the Restructuring; 30Secured Lender Group Representatives (including the Xxxxxxxx Letter) and (ii) the Crossover Group Representatives and the members of the Crossover Group, which includes the reimbursement obligations set forth in agreements with each of the Crossover Group Representatives.

Negative Commitments. Except as set forth in Section 9Subject to the terms and conditions hereof, during for the Agreement Effective duration of the Restructuring Support Period, each member of the Ad Hoc Noteholder Group severally, and not jointly or jointly and severally, agrees in respect of all its Company Parties shall Claims not to, directly or indirectly: : (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring; Restructuring Transactions; (bd) take any action that is inconsistent with, or is intended to frustrate, impede, delay frustrate or obstruct the impede approval, implementation, implementation and consummation of of, the Restructuring; (c)modify Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, in whole or in partdirect any other person, in a manner that is not consistent with including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement and the or any Definitive Documents, including, without limitation, the Backstop Commitment Documents, the Takeback Exit Term Loan Facility Documents, and the DIP/Exit Facility Documents; Documents or as otherwise permitted under this Agreement; (df) file any motion, pleading, or other Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent inconsistent with this Agreement and Agreement, the Definitive Documents; (e) seek, solicitPlan, or support any Alternative Restructuring Proposal, other than as expressly permitted under Section 9.01 hereofDefinitive Document; (f)Transfer any material asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the Required Consenting Term Lenders, and Ascent; or (g) engage in any material mergerobject to, consolidationdelay, disposition, acquisition, investment, dividend, incurrence of indebtednessimpede, or take any other similar transaction outside action to interfere with the Company’s ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section 362 of the ordinary course Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of business any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other than Definitive Document, and provided, further, that nothing in this Agreement shall limit the Restructuring; 30right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.