Obligations of Each of the Parties Sample Clauses

Obligations of Each of the Parties. From and after the date hereof and until and including the Effective Time, the following shall apply with equal force to the Company, on the one hand, and Parent and Purchaser, on the other hand: 4.1.1 Each party shall promptly give the other party written notice (i) if any representation or warranty made by it or them contained in this Agreement becomes untrue or incorrect in any respect; (ii) of the existence or occurrence of any event or condition which would make any representation or warranty herein contained of either party untrue or which might reasonably be expected to prevent the consummation of the transactions contemplated hereby; and (iii) of the failure by it or them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. The Company agrees to promptly notify Parent and Purchaser of any material adverse change in its condition (financial or otherwise), business, properties, assets or liabilities, or of any material governmental complaints, investigations or hearings adverse to it (or written threats thereof) which could reasonably be expected to have a Material Adverse Effect; 4.1.2 No party shall intentionally perform any act which, if performed, or omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party or which would result in any representation or warranty herein of that party being untrue in any material respect at any time after the date hereof through and including the Closing Date as if then originally made. 4.1.3 Subject to the terms and conditions of this Agreement, each of the parties agrees to use best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as expeditiously as reasonably practicable; provided, however, that nothing in this Section 4.1.3 shall in any event require any party to (i) expend funds which are not commercially reasonable in relation to the transactions contemplated hereby or (ii) take or cause to be taken, any action which would have a Material Adverse Effect with respect to it.

Obligations of Each of the Parties. From and after the date of the Initial Agreement and until and including the Effective Date, the following shall apply with equal force to the Company, on the one hand, and Parent and Acquisition Corp, on the other hand: 4.1.1 Each party shall promptly give the other parties written notice of the existence or occurrence of any event or condition which would make any representation or warranty herein contained of any party untrue or which might reasonably be expected to prevent the consummation of the transactions contemplated hereby. 4.1.2 No party shall intentionally perform any act which, if performed, or omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party or which would result in any representation or warranty herein of that party being untrue in any material respect at any time after the date of the Initial Agreement through and including the Closing Date as if originally made at such time. 4.1.3 Subject to the terms and conditions of this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as reasonably practicable.

Obligations of Each of the Parties. Until the Termination Date, the Company and the Plan Support Parties, severally and not jointly, agree: (i) to support and consummate the Restructuring contemplated by the Term Sheet and all of the transactions contemplated herein, including the Company’s filing of the Chapter 11 Cases and granting of a first priority priming lien on its existing and after-acquired assets pursuant to the terms of the DIP Facility (as defined below); (ii) to negotiate in good faith each of the definitive agreements, documents, motions and other pleadings referenced in, or reasonably necessary or desirable to effectuate the transactions contemplated by, the Term Sheet, which may include, without limitation, the Plan, the Disclosure Statement, a DIP Facility, an exit term loan and exit revolving credit agreement, the Backstop Commitment Agreement, subscription agreement, rights offering procedures and all motions, including but not limited to the “first-days,” and the Disclosure Statement motion, all of which shall be in form and substance satisfactory in their discretion to the Requisite Investors, and shall be consistent in all respects with and incorporate, as applicable, the terms of the Term Sheet (collectively, as amended, modified or supplemented, the “Definitive Documentation;” all such Definitive Documentation to be acceptable to the Requisite Investors); (iii) to timely deliver drafts of all such Definitive Documentation such that the other Parties shall have sufficient time to review and provide comments on the same; and (iv) not to take any action that would interfere with, delay, or postpone the effectuation of the Restructuring contemplated by this Support Agreement and the Term Sheet, including the approval of the Disclosure Statement and the confirmation and consummation of the Plan.