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. Subject to Section 5 hereof, during the Agreement Effective Period, each of the Consenting Stakeholders agrees, severally, and neither jointly, nor jointly and severally, in respect of all of its Company Claims, in each case, subject to Section 8.06, to the extent permitted by Law and subject to the other terms hereof, to:
(a) support, approve, implement, 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 Transactions in accordance with this Agreement and the Transaction Term Sheet, including voting and exercising any powers, or rights available to it (including 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, including, as applicable, delivering irrevocable consents with respect to any Existing Notes in connection with the Transactions), in each case, in favor of any matter requiring voting, approval, or action to the extent necessary or reasonably requested by any other Party to implement the Transactions;
(b) negotiate in good faith and use commercially reasonable efforts to execute, deliver, implement, and effectuate the Definitive Documents that are materially consistent in all respects with this Agreement (including Section 3 hereof) and the Transaction Term Sheet, as each may be modified, amended, or supplemented in accordance with Section 13 hereof, in form and substance reasonably acceptable to the Company Parties and the Required Consenting Stakeholders, and to which it is required to be a party;
(c) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Transactions from the Company Parties’ other stakeholders; provided that, for the avoidance of doubt, any action taken by a Consenting Stakeholder at the written request of the Company Parties pursuant to this Section 4.01(c) shall not constitute a breach by such Consenting Stakeholder in any respect of any of its obligations, representations, warranties, or covenants set forth in any Confidentiality Agreement to which such Consenting Stakeholder is party;
(d) give any notice, order, instruction, consent, or direction to any applicable Agent/Trustee to the extent necessary to give effect to the Transactions; provided that no Consenting Stak...
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. 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 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 contemplated herein, take all steps reasonably necessary and desirable to address any such impediment; (f) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions and the Uniti Transactions; 17
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 Creditor, on a several and not joint basis, agrees, in respect of all its Company Claims/Interests, to:
(a) support the Restructuring Transactions and vote or consent, to the extent applicable, and exercise any voting or consent 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;
(b) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Disclosure Statement and any related Solicitation Materials;
(c) to the extent it is permitted to elect whether to opt in or not to opt out of the Plan Releases, elect to opt into or not to opt out of (as applicable) the Plan Releases by timely delivering its duly executed and completed ballot(s) or other documents indicating such election;
(d) provided that such documents are consistent with this Agreement, consummate the transactions contemplated by the Plan, the Disclosure Statement and the Solicitation Materials;
(e) without incurring any out of pocket costs (other than those costs that are reimbursable by the Company Parities hereunder) or providing anything in the nature of an indemnity, negotiate in good faith to enter into any necessary forbearance, waiver or amendment agreement, and give any notice, order, instruction or direction to the applicable trustee and/or agent under the applicable Finance Documents, in each case as necessary to implement or give effect to the Restructuring Transactions; provided, that no Consenting Creditor shall be required hereunder to provide any agent or trustee or other Person under any applicable Finance Documents with any additional indemnities or similar undertakings in connection with taking any such action;
(f) without incurring any out of pocket costs (other than those costs that are reimbursable by the Company Parties hereunder) or providing anything in the nature of an indemnity to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, cooperate with the Company Parties in ta...
Affirmative Commitments. Except as set forth in Section 6.4, during the Agreement Effective Period, each of the Company Parties agrees to:
(a) Support, act in good faith and take all steps reasonably necessary and desirable to implement and consummate the Transactions 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 Transactions contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment;
(c) Use commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or third-party approvals and consents for the implementation or consummation for the Transactions;
(d) Negotiate in good faith and use commercially reasonable efforts to finalize, execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Transactions, as contemplated by this Agreement;
(e) Provide counsel for the Consenting Noteholders a reasonable opportunity (which, to the extent reasonably practicable, shall be no less than two (2) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court;
(f) 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 Transactions (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 Transactions;
(g) Consult and negotiate in good faith with the Consenting Noteholders and their advisors regarding the preparation and execution of the Definitive Documents and the implementation of the Transactions;
(h) Comply with all Milestones;
(i) Inform the Consenting Noteholder Advisors as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know, or have reason to believe, to be a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); (iv) any representati...
Affirmative Commitments. During the Agreement Effective Period, each Consenting Noteholder severally, and not jointly, agrees in respect of all of its 2020 Note Claims to:
(a) Support the 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 Transactions;
(b) Give any notice, order, instruction, or direction to the Trustee necessary to give effect to the Transactions;
(c) Negotiate in good faith any appropriate additional or alternative provisions or agreements necessary 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 Transactions in accordance with this Agreement and the Plan; and