Negotiation of Documents. (a) The Parties shall cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Recapitalization Transaction and the Plan, (ii) all matters concerning the implementation of the Recapitalization Transaction and the Plan, and (iii) the pursuit and support of the Recapitalization Transaction and the Plan. Furthermore, subject to the terms hereof, each of the Parties shall take such actions as may be reasonably necessary to carry out the purposes and intent of this Support Agreement, including making and filing any required regulatory filings, in all cases at the Companies’ expense.
(b) Each Party hereby covenants and agrees (i) to cooperate and negotiate in good faith, and consistent with this Support Agreement, the definitive documents implementing, achieving and relating to the Recapitalization Transaction and the Plan, all ancillary documents relating thereto, and any orders of the Court relating thereto, and (ii) to the extent it is a party thereto, to execute, deliver and perform its obligations under such documents.
(c) The Parties agree that the existing shareholder rights plan of PNCC shall, following the Effective Date and the implementation of the Recapitalization Transaction, remain in place subject to such amendments as may be required by the Majority Supporting Second Lien Noteholders, acting reasonably, which amendments (if any) shall be acceptable to the Companies, acting reasonably.
Negotiation of Documents. This Agreement, the Note and all other Security Instruments have been negotiated by the parties at arm's length, each represented by its own counsel, and the fact that the documents have been prepared by the Lender's counsel, after such negotiation, shall not be cause to construe any of such documents against the Lender.
Negotiation of Documents. The parties agree that prior to Closing, they will in good faith negotiate all documents which are required to be executed and delivered by any party hereto at Closing and are not attached as exhibits to this Agreement, with the understanding that such documents will contain such customary provisions, representations and warranties and indemnifications as are customarily contained in documents designed to effect similar transactions.
Negotiation of Documents. (a) Subject to the terms and conditions of this Support Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Recapitalization Transaction and the Plan as set forth herein and therein and otherwise ancillary thereto, (ii) all matters concerning the implementation of the Recapitalization Transaction and the Plan as set forth herein and therein and otherwise ancillary thereto, and (iii) the pursuit and support of the Recapitalization Transaction and the Plan. Furthermore, subject to the terms and conditions of this Support Agreement, each of the Parties shall take such actions as may be reasonably necessary to carry out the purposes and intent of this Support Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.
(b) Subject to the terms and conditions of this Support Agreement, to the extent the Support Agreement has not been terminated in accordance with its terms, each Party hereby covenants and agrees (i) to reasonably cooperate and negotiate in good faith, and consistent with this Support Agreement, the Definitive Documents and all ancillary documents relating thereto, as applicable, and (ii) to the extent it is a party thereto, to execute, deliver and perform its obligations under such documents.
Negotiation of Documents. (a) Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction as set forth herein and the CBCA Plan, (ii) all matters concerning the pursuit, support and implementation of the Transaction as set forth herein and the CBCA Plan, and (iii) the satisfaction of each Party’s own obligations hereunder. Furthermore, subject to the terms and conditions of this Agreement, each of the Parties shall take such commercially reasonable actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.
(b) Subject to the terms and conditions of this Agreement, each Party hereby covenants and agrees (i) to use its commercially reasonable efforts to negotiate, in good faith and consistent with this Agreement, the Definitive Documents and all ancillary documents relating thereto, as applicable, and (ii) to the extent it is party thereto, to execute, deliver and otherwise perform its obligations under such documents.
Negotiation of Documents. (a) The Parties expect to use the time between the date herof and the Document Finalization Date (such period, the “Document Finalization Period”) to attempt to agree upon the Key Transaction Documents on or prior to the Document Finalization Date. All Key Transaction Documents shall be in form and substance acceptable to all Parties in their sole and absolute discretion. If on the Document Finalization Date, each Party, in its sole and absolute discretion, is satisfied with the final versions of the Key Transaction Documents, each Party shall execute the Final Document Acknowledgment. Notwithstanding anything to the contrary in this Agreement, all Parties expressly waive the right to raise any challenge or assert any claim, cause of action or defense at any time in any judicial, administrative, or other forum relating to or arising out of any alleged breach or violation of this section 3.9(a) or section 3.9(b), and no such challenge shall be used or asserted by any Party to block, restrain or enjoin the automatic termination of this Agreement as provided in section 7.4 hereof. Each Party hereby acknowledges that all monies and/or letters of credit on deposit or posted pursuant to the Escrow Agreements shall be released by the applicable escrow agent on the Document Finalization Date if the Final Document Acknowledgment has not been executed and delivered, including to the escrow agents, by each of the Parties for any reason or no reason whatsoever.
(b) During the Document Finalization Period, the Parties above expect to negotiate their respective rights and remedies in the event of a breach of this Agreement by one or more other Parties, including appropriate provisions in order to cure certain potential defaults such that the transactions contemplated hereby can be consummated by either the Equity Parent or the Supporting Second Lien Lenders without the other. The Parties expect that any resolution of such negotiations shall be documented in an agreement (the “Cure Right Agreement”) executed by all of the Parties prior to the Document Finalization Date.
(c) Prior to the commencement of and during the Prepackaged Case, Debtor shall, except in an emergency where it is not reasonably practicable, provide draft copies of all motions, applications or other pleadings that Debtor intends to file with the Bankruptcy Court, which could reasonably be expected to adversely affect the consummation of the Transaction or the Parties hereto, to counsel for the First Li...
Negotiation of Documents. (a) The Company Parties and the Consenting Parties shall independently cooperate with each other and shall independently coordinate their activities (to the extent practicable and reasonable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction, (ii) all matters concerning the implementation of the Transaction, and (iii) the pursuit and support of the Transaction and the satisfaction of each Party’s own obligations hereunder. Furthermore, subject to the terms hereof, the Company and each of the Consenting Parties shall take such commercially reasonable actions as may be necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings (provided that, subject to Court approval of the Interim Financing Term Sheet and related budget and the advance of funds under the Interim Financing Facility, the Company shall reimburse the Requisite Consenting Parties for fees, disbursements and out-of-pocket expenses (including legal and professional fees and expenses on a full indemnity basis) incurred by each of the Requisite Consenting Parties in connection with the negotiation and development of the Transaction and these CCAA Proceedings, in each case whether before or after the date of this Agreement and irrespective of whether or not the Transaction is implemented) in each case pursuant to and in accordance with the terms of the Interim Financing Term Sheet.
(b) Each of the Company and each of the Consenting Parties hereby covenants and agrees (i) to use its commercially reasonable efforts to negotiate the Definitive Documents, and (ii) subject to any applicable Court approvals, to execute (to the extent it is a party thereto) and otherwise perform its obligations under such documents.
Negotiation of Documents. (a) Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction as set forth herein and the CBCA Plan, (ii) all matters concerning the pursuit, support and implementation of the Transaction as set forth herein and the CBCA Plan, and
Negotiation of Documents. This Agreement and all other Security Instruments have been negotiated by the parties at arm's length, each represented by its own counsel, and the fact that the documents have been prepared by CSI's counsel, after such negotiation, shall not be cause to construe any of such documents against CSI.
Negotiation of Documents. (a) The Parties shall cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Restructuring Transaction and the Plan, (ii) all matters concerning the consummation of the Restructuring Transaction and the Plan, and (iii) the pursuit and support of the Restructuring Transaction and the Plan. Furthermore, subject to the terms hereof, each of the Parties shall take such actions as may be reasonably necessary to carry out the purposes and intent of this Support Agreement.
(b) Each Party hereby covenants and agrees (i) to cooperate and negotiate in good faith, and consistent with this Support Agreement, the definitive documents implementing, achieving and relating to the Restructuring Transaction and the Plan, all ancillary documents relating thereto, and any orders of the Courts relating thereto, and (ii) to the extent it is a party thereto, to execute, deliver and perform its obligations under such documents.
