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 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. 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 Noteholders and keeping them reasonably informed throughout, prepare to implement the Restructuring Transactions in England and Wales pursuant to one or more of the Implementation Mechanisms (as determined with the consent of the Required Consenting Noteholders, such consent not to be unreasonably withheld, conditioned or delayed), provided that no such consent shall be required in relation to the Ancillary Proceedings;
(iii) consult with the advisors to the Consenting Noteholders throughout the Agreement Effective Period regarding any Implementation Mechanisms that are being considered, and the proposed details thereof;
(iv) use commercially reasonable efforts to agree with the Required Consenting Noteholders as soon as reasonably practicable the preferred Implementation Mechanism(s), provided that if the Company has not determined the preferred Implementation Mechanism(s) by the date falling 14 Business Days after the Disclosure Statement Order has been entered by the Bankruptcy Court and the Debtors have commenced solicitation for the Plan, the Required Consenting Noteholders may – by written notice to the Company – require that the Company determines the preferred Implementation Mechanism(s) (with the consent of the Required Consenting Noteholders, such consent not to be unreasonably withheld, conditioned or delayed) within 7 Business Days (or such longer period as agreed by the Required Consenting Noteholders, acting reasonably) of such written notice;
(v) if the Company determines to commence any UK Restructuring Plan with the consent of the Required Consenting Noteholders (such consent not to be unreasonably withheld, conditioned or delayed) (A) complete the preparation, as soon as reasonably practicable of each of the UK Restructuring Plan Documents, (B) provide the draft UK Restructuring Plan Documents to, and afford reasonable opportunity of comment and review of such documents by counsel to the Consenting Noteholders with Company Claims/Interests against the Company Parties subject...
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, 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. During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly, in respect of all of its Company Claims, to:
(i) 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 consistent with and necessary to implement the Restructuring Transactions;
(ii) refrain from changing, revoking, amending, or withdrawing (or causing such change, revocation, amendment, or withdrawal of) any vote or election referred to in clause (i) above except as otherwise permitted pursuant to this Agreement (including upon the occurrence of a Consenting Stakeholder Termination Event);
(iii) negotiate in good faith and use commercially reasonable efforts to execute and deliver 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;
(iv) use commercially reasonable efforts to give any required notice, order, instruction, or direction to the applicable Agents that, in the view of the Consenting Stakeholders, is necessary to give effect to the Restructuring Transactions, provided that in no event shall the Consenting Stakeholders be required to provide an indemnity or bear responsibility for any out-of-pocket costs related to any such notice, order, instruction, or direction;
(v) use commercially reasonable efforts to obtain any Permits and Consents that are necessary for the Consenting RBL Lenders or Consenting Noteholders to obtain, as applicable, to implement or consummate any part of the Restructuring Transactions; and
(vi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement (to the extent applicable) and to coordinate its activities with the other Parties (to the extent practicable and subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring Transactions.
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 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;
(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, (A) vote or cause to be voted all claims eligible to vote on the Plan under the Brazilian Bankruptcy Law that it, as of the Execution Date or later, holds, controls or has the ability to control (the “Eligible Claims”) to accept the Plan by casting its vote at the Creditors’ General Meeting, if any, including by submitting all necessary papers, authorizations, proxies and vote instructions to the judicial administrator and/or to their legal representatives and (B) not challenge such vote (or cause or direct such vote to be challenged), so long as, in each case, the Plan shall be substantially consistent with the terms of this Agreement and the Term Sheet and not have been modified in a manner that has, or could reasonably be expected to have, (determined as of the date of any such modification) a material adverse effect on the rights of the Consenting Stakeholders without the prior written consent of the Consenting Stakeholders in accordance with Section 12; provided, however, that notwithstanding anything else herein, nothing in this Agreement shall oblige Bradesco to vote its LC Reimbursement Agreement Claims, it being understood that if Bradesco, in its sole discretion, elects to vote its LC PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT Reimbursement Agreement Claims, then it will be obliged to vote to accept the Plan; provided, further, that nothing in this Agreement shall prevent any Party from freely voting its Claims (accepting or rejecting the Plan) with respect to the Brazilian RJ Proceeding if this Agreement is terminated with respect to such Party;
(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 ...
Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, agrees in respect of all of its Company Claims/Interests (for the avoidance of doubt, the Consenting Term Lenders do not make any affirmative covenants with respect to any Equity Interests they may hold) pursuant to this Agreement, to:
(a) do all things reasonably necessary and proper to support the Restructuring Transactions within the timeframes outlined herein and in the Definitive Documents;
(b) 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;
(c) consent to the releases set forth in the Plan and not make an election to opt out of such releases; and
(d) in the case of the Consenting Term Lenders, direct the Agents under the Term Loan Agreement, as defined therein, to take all actions consistent with this Agreement and abstain from all actions inconsistent with this Agreement.