Affirmative Commitments Clause Samples
An Affirmative Commitments clause sets out specific actions or obligations that a party, typically the borrower in a loan agreement, is required to perform during the term of the contract. These commitments may include maintaining insurance, providing regular financial statements, complying with laws, or preserving the value of collateral. By clearly outlining these ongoing duties, the clause ensures that the party remains proactive in upholding the agreement’s terms, thereby protecting the interests of the other party and reducing the risk of default or loss.
Affirmative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, the Company Parties agree to:
(a) support and take all steps reasonably necessary and desirable to confirm the Plan and consummate the Restructuring Transactions in accordance with this Agreement, including by complying with Section 4 and Section 5 to the extent they hold or otherwise control any Company Claims/Interests and by electing to seek and prosecute confirmation of the Plan over any non-accepting class;
(b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment;
(c) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions;
(d) use commercially reasonable efforts to actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions (including, if applicable, the timely filing of objections or written responses in a Chapter 11 Case) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring Transactions;
(e) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement;
(f) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from their other material stakeholders to the extent reasonably prudent;
(g) consult with the advisors to the Consenting Stakeholders regarding the implementation of the Restructuring Transactions and the development of Alternative Restructuring Proposals;
(h) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as to: (i) the status and progress of the Restructuring Transactions, including progress in relation to the negotiations of the Definitive Documents; and (ii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Stakeholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulat...
Affirmative Commitments. During the Agreement Effective Period, Ares agrees to:
(a) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(b) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents to which it has consent rights that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent right pursuant to Section 3.02;
(c) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring Transactions;
(d) consent to the use of its powers under the Elk Hills Power Agreements (including to cause its representatives on the board of Elk Hills Power to vote to amend the Elk Hills Power Agreements) in accordance with the Restructuring Term Sheet and the 9019 Orders; and
(e) negotiate in good faith upon reasonable request of any other Party any modifications to the Restructuring Transactions that improve the tax efficiency of the Restructuring Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Restructuring Transactions, in each case to the extent such modifications can be implemented without any adverse effect on Ares.
Affirmative Commitments. Except as set forth in Section 9, during the Agreement Effective Period, the Company Parties agree to: (a) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement and the Milestones; (b) upon reasonable request of any of the Consenting Creditors or their advisors, inform the legal and financial advisors to the Consenting Creditors as to: (i) the material business and financial (including liquidity) performance of the Company; (ii) the status and progress of the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (c) provide prompt written notice to the financial and legal advisors to the Consenting Creditors and the Uniti Parties of: (i) the occurrence of a Termination Event of which the Company Parties have actual knowledge; (ii) a breach of this Agreement (including a breach by any Company Party) of which the Company Parties have actual knowledge; or (iii) to the extent of the Company Parties’ actual knowledge, any representation or statement made or deemed to be made by any Company Party hereunder which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made; (d) operate in the ordinary course taking into account the Restructuring Transactions and the pendency of the Chapter 11 Cases; (e) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions and the Uniti Transactions 17
Affirmative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, the Company Parties agree to:
(a) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement and the Restructuring Term Sheet, including:
(i) negotiate in good faith and use commercially reasonable efforts to execute and implement the Restructuring Steps Plan;
(ii) in consultation with the advisors to the Consenting Creditors and keeping them reasonably informed throughout, prepare to implement the Restructuring Transactions in England and Wales pursuant to the Administration and any other Implementation Mechanisms;
(iii) consult with the advisors to the Consenting Creditors throughout the Agreement Effective Period regarding any Implementation Mechanisms that are being considered, and the proposed details thereof;
(iv) in relation to the Chapter 11 Cases: (A) completing the preparation, as soon as reasonably practicable after the Agreement Effective Date, of each of the Plan, the Supplemental Disclosure Statement and the other Definitive Documents; (B) providing drafts of the Plan, the Supplemental Disclosure Statement and all other Definitive Documents and any other material pleadings to, and affording reasonable opportunity of comment and review of such documents by, the Consenting Noteholders and the RCF Agent in advance of any filing, execution, distribution or use (as applicable) thereof; (C) consulting in good faith with the Consenting Noteholders and the RCF Agent regarding the form and substance of the Plan, the Supplemental Disclosure Statement, and the other Definitive Documents in advance of the filing, execution, distribution or use (as applicable) thereof, and negotiating in good faith, executing, performing its obligations under, and consummating the transactions contemplated by, the Definitive Documents to which it is (or will be) a party; provided that the obligations under this Section 6.01(a) shall in no way alter or diminish any right expressly provided to any applicable Consenting Creditor under this Agreement to review, comment on, and/or consent to the form and/or substance of any document;
Affirmative Commitments. Except as set forth in Section 6, during the Agreement Effective Period, each of the Consenting Noteholders agrees, severally, and neither jointly, nor jointly and severally, in respect of all of its Company Claims, to the extent permitted by Law and subject to the other terms hereof, to:
(a) support, approve, implement, and cooperate with each of the Parties, and use commercially reasonable efforts to take all actions reasonably necessary or reasonably requested by any other Party to facilitate the implementation and consummation of the Recapitalization Transaction in accordance with this Agreement and the Term Sheet, including voting and exercising any powers or rights available to it (including pursuant to any Scheme, in any board, shareholders’, creditors’, or noteholders’ meeting or in any process requiring voting, approval, or any action to which they are legally entitled to participate), in each case, in favor of any matter requiring voting, approval, or action as solicited in accordance with the Definitive Documents to the extent reasonably necessary to implement the Recapitalization Transaction;
(b) comply with the Milestones;
(c) cooperate with the other Parties, and promptly negotiate in good faith and use commercially reasonable efforts to agree, execute, deliver, implement, and effectuate the Definitive Documents (to the extent provided by Section 3.2) that are consistent in all respects with this Agreement and the Term Sheet, as each may be modified, amended, or supplemented in accordance with Section 18 hereof, in form and substance acceptable to the Company Parties, Required SSN Group Members, Required SUN Group Members and the Sponsor (to the extent provided by Section 3.2);
(d) to the extent necessary to facilitate the implementation and consummation of the Recapitalization Transaction in accordance with this Agreement and the Term Sheet, use commercially reasonable efforts to cooperate with the Company Parties in obtaining additional support for the Recapitalization Transaction from Existing Noteholders to the extent necessary or desirable to consummate the Recapitalization Transaction; provided that no Consenting Noteholder shall be obligated to incur any out-of-pocket costs in discharging such obligation; provided, further, that, any action taken by a Consenting Noteholder at the written request of the Company Parties pursuant to this Section 5.1(d) shall not constitute a breach by such Consenting Noteholder in any respect of any of it...
Affirmative Commitments. During the Agreement Effective Period, the Uniti Parties agree to: (a) support, take all steps necessary to consummate and implement, and facilitate the consummation and implementation of the Uniti Transactions; (b) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the Uniti Transactions; and (c) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents contemplated by the Uniti Term Sheet.
Affirmative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, the Company Parties agree to:
(a) support and take all steps reasonably necessary and desirable to consummate the Restructuring in accordance with this Agreement;
(b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment;
(c) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals with respect to the Restructuring;
(d) actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring;
(e) use commercially reasonable efforts to obtain proposals and written commitments for a potential Alternative Exit Facility;
(f) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as to:
(i) the material business and financial (including liquidity) performance of the Company Parties;
(ii) the status and progress of the negotiations of the Definitive Documents;
(iii) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; and
(iv) the status and progress of the Company Parties’ efforts to solicit proposals and written commitments for a potential Alternative Exit Financing;
(g) inform counsel to the Consenting Stakeholders as soon as reasonably practicable after becoming aware of:
(i) any event or circumstance that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or would result in the termination of, this Agreement with respect to such Party;
(ii) any matter or circumstance which they know, or suspect is likely, to be a material impediment to the implementation or consummation of the Restructuring;
(iii) any notice of any commencement of any material involuntary Insolvency Proceedings, legal suit for payment of debt, or enforcement ...
Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, agrees in respect of all of its Company Claims/Interests, to:
(a) support the Restructuring Transactions within the timeframes outlined herein and in the Definitive Documents;
(b) use commercially reasonable efforts (i) to cooperate with and, subject to applicable Laws, assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders, and (ii) to facilitate the solicitation, confirmation and consummation of the Restructuring Transactions;
(c) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party; and
(d) consent to, and not make an election to opt out of, the Releases.
Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder and, as applicable, each Shareholder agrees to:
(i) support the Restructuring Transactions and vote and exercise (or cause to be voted and exercised, as applicable) any powers or rights available to it (including in any board, shareholders’ or creditors’ meeting or in any process requiring voting o...
(ii) solely with respect to each Consenting Stakeholder, so long as its vote has been properly solicited pursuant to the Brazilian Bankruptcy Law and subject to any other restrictions imposed by applicable law, and to the extent not prohibited by appl...
(iii) support, not oppose and, as applicable under the laws of such ancillary jurisdiction, express approval for recognition of, the Brazilian RJ Proceeding (or other relief as requested by the Filing Entities) in the Ancillary Proceedings as reasonab...
(iv) give any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions; (v) negotiate in good faith and use commercially reasonable efforts to execute and implement the Restructuring Documents that are consistent with this Agreement to which it is required to be a party; (vi) solely with respect to the Shareholders, maintain its respective portion of the Shareholder Contribution deposited in full, in compliance with its respective Shareholder Contribution Agreement, and deliver to the Consenting Stakeholders written n...
Affirmative Commitments. During the Agreement Effective Period, each Consenting Creditor agrees, severally and not jointly, subject to Section 6, in respect of all of its Company Claims/Interests, to:
(i) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions, including cooperation with the IIA and IIA-related filings as necessary;
(ii) consent to, support, and participate in all of the releases and exculpation provisions contained herein or described in the Restructuring Term Sheet; and
(iii) work in good faith with the Company Parties to determine if any additional Parallel Proceedings are reasonable and necessary;