The Debtors’ Fiduciary Obligations. Notwithstanding anything to the contrary contained in this Agreement:
The Debtors’ Fiduciary Obligations. Notwithstanding anything to the contrary contained in this Agreement, subject to the Debtors’ obligations under the Equity Commitment Agreement, the Debtors’ obligations hereunder are subject at all times to the fulfillment of their respective fiduciary duties. The Debtors may terminate their obligations under this Agreement by written notice to counsel for the Consenting Senior Note Holders if the Debtors reasonably determine that (a) the Amended Plan is not in the best interests of the Debtors’ estates and continued support of the Amended Plan pursuant to this Agreement would be inconsistent with the Debtors’ fiduciary obligations, or (b) the Debtors receive a proposal for an Alternative Plan and the Debtors reasonably determine that continued support of the Amended Plan pursuant to this Agreement would be inconsistent with the Debtors’ fiduciary obligations. Upon a termination of this Agreement pursuant to this Section 2.5, all obligations of the Consenting Senior Note Holders hereunder shall immediately terminate without further action or notice by the Consenting Senior Note Holders.
The Debtors’ Fiduciary Obligations. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement requires the Company to breach any respective fiduciary obligation that it may have under applicable law, and the Company may commit any act or take any actions consistent with such fiduciary obligations; provided, however, that it is agreed that such act may still result in a Termination Event hereunder and shall not affect the rights of the Parties set forth in Section 8 hereof.
The Debtors’ Fiduciary Obligations. Notwithstanding anything contained in this Agreement to the contrary, following the good faith determination by the Debtors and their respective Boards of Directors that a proposal or offer for a chapter 11 plan or other restructuring transaction that is not consistent with the transaction contemplated hereby (an “Alternative Restructuring”) constitutes a proposal that is reasonably likely to be more favorable than the Restructuring to the Debtors’ estates, their creditors, and other parties to whom the Debtors owe fiduciary duties, and receipt of approval by the Debtors’ Boards of Directors to pursue such Alternative Restructuring, the Debtors may immediately terminate their obligations under this Agreement by written notice to counsel for the Consenting Claimants and Ally, and all obligations of the Consenting Claimants and their obligees under this Agreement shall be terminated immediately; provided, however, that an Alternative Restructuring shall be no less favorable to the Consenting Claimants than the Restructuring contemplated by the Plan.
The Debtors’ Fiduciary Obligations. Notwithstanding anything to the contrary contained in this Agreement, subject to the Debtors’ obligations under the Equity Commitment Agreement, the Debtors’ obligations hereunder are subject at all times to the fulfillment of their respective fiduciary duties. The Debtors may terminate their obligations under this Agreement by written notice to counsel for the Consenting Senior Note Holders if the Debtors reasonably determine that (a) the Amended Plan is not in the best interests of the Debtors’ estates and continued support of the Amended Plan pursuant to this Agreement would be inconsistent with the Debtors’ fiduciary obligations, or
