Common use of Mutual Commitments Clause in Contracts

Mutual Commitments. (a) During the period beginning on the Agreement Effective Date and ending on a Termination Date (as defined herein) (such period, the "Effective Period"), each of the Parties shall: (i) support the Restructuring and the transactions contemplated by the Plan, and act in good faith and take all commercially reasonable actions necessary or appropriate to consummate the Restructuring and the transactions contemplated by the Plan, in a manner consistent with this Agreement; (ii) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Restructuring Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (iii) not directly or indirectly (A) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring or (B) propose, file, support, facilitate, negotiate, or vote for any restructuring, workout, plan of arrangement, or plan of reorganization for the Debtors other than the Restructuring; (iv) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (v) to the extent a Consenting Stakeholder is permitted to vote to accept or reject the Plan, vote each of its Claims against Aegean to accept the Plan by delivering its duly executed and completed ballot(s) accepting the Plan on a timely basis in accordance with section 4.01(b) hereof following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot, and not change or withdraw (or cause to be changed or withdrawn) such vote; (vi) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (vii) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating Aegean's exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (viii) in good faith take all actions necessary or reasonably requested by Aegean to obtain any and all required regulatory and/or third-party approvals for the Restructuring; and (ix) support and consent to the release, discharge, exculpation, and injunctive provisions contained in the Plan, which, for the avoidance of doubt, shall be consistent with the Restructuring Term Sheet. For the avoidance of doubt, all obligations and rights of the Consenting Stakeholders described in this Agreement shall apply to any Aegean Notes or Claims that arise or are obtained by such Consenting Stakeholders after the Agreement Effective Date until the consummation of the Restructuring.

Mutual Commitments. (a) During the period beginning on the Agreement Effective Date and ending on a Termination Date (as defined herein) (such period, the "“Effective Period"”), REMA agrees, and each Consenting PTC Holder agrees for itself, for so long as it remains the legal owner, beneficial owner, and/or the investment advisor or manager of the Parties or with power and/or authority to bind any PTCs, Claims, or Interests, that it shall: (i) support the Restructuring and the transactions contemplated by the PlanPlan (or, if applicable, out-of-court transactions in furtherance of the Restructuring), and act in good faith and take all commercially reasonable actions necessary or appropriate to consummate the Restructuring and the transactions contemplated by the PlanPlan (or, if applicable, out-of-court transactions in furtherance of the Restructuring), including the transfer of ownership of the Indenture Estate from REMA to one or more newly created entities owned by the PTC Holders (the “KeyCon Owner”), the PTC Holders or their designee(s), in a manner consistent with this Agreement; (ii) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Restructuring Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (iii) not directly or indirectly (A) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring or (B) propose, file, support, facilitate, negotiate, or vote for any restructuring, workout, plan of arrangement, or plan of reorganization for the Debtors other than the Restructuring; (iv) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (viii) to the extent a Consenting Stakeholder Creditor is permitted to vote to accept or reject the Plan, vote each of its Claims against Aegean REMA to accept the Plan by delivering its duly executed and completed ballot(s) accepting the Plan on a timely basis in accordance with section 4.01(b) hereof following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot, and not change or withdraw (or cause to be changed or withdrawn) such vote; (vi) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (vii) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating Aegean's exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (viiiiv) in good faith take all actions necessary or reasonably requested by Aegean REMA to obtain any and all required regulatory and/or third-party approvals for the Restructuring; and (ixv) support and consent to the release, discharge, exculpation, and injunctive provisions contained in the Plan, which, for the avoidance of doubt, shall be consistent with the Restructuring Term Sheet. For the avoidance of doubt, (a) all obligations and rights of the Consenting Stakeholders Creditors described in this Agreement shall apply to any Aegean Notes claims or Claims interests that arise or are obtained by such Consenting Stakeholders Creditors after the Agreement Effective Date until the consummation of the Restructuring, and (b) nothing herein shall prevent any of the Consenting Creditors from taking any action, or directing the Lease Indenture Trustees or Pass Through Trustee, to take any action in furtherance of implementing the Restructuring.

Mutual Commitments. (a) During the period beginning on the Agreement Effective Date and ending on a Termination Date (as defined herein) (such period, the "“Effective Period"”), each of the Parties shall: (i) support the Restructuring and the transactions contemplated by the PlanPlan (or, if applicable, out-of-court transactions in furtherance of the Restructuring), and act in good faith and take all commercially reasonable actions necessary or appropriate to consummate the Restructuring and the transactions contemplated by the PlanPlan (or, if applicable, out-of-court transactions in furtherance of the Restructuring), including the transfer of ownership of the Keystone and Conemaugh interests from REMA to the PTC Holders or their designee(s), in a manner consistent with this Agreement; provided, that nothing in this Agreement shall obligate PSEG to affirmatively participate in any litigation concerning the Restructuring; (ii) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Restructuring Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (iii) not directly or indirectly (A) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring or (B) propose, file, support, facilitate, negotiate, or vote for any restructuring, workout, plan of arrangement, or plan of reorganization for the Debtors other than the Restructuring; provided, that nothing in this Section 5.01(a)(ii) shall be deemed to require PSEG to consent to the form or substance of any Restructuring Documents over which PSEG has a consent right under Section 3 hereof; (iviii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (v) to the extent a Consenting Stakeholder PSEG is permitted to vote to accept or reject the Plan, vote each of its Claims against Aegean REMA to accept the Plan by delivering its duly executed and completed ballot(s) accepting the Plan on a timely basis in accordance with section 4.01(b) hereof following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot, and not change or withdraw (or cause to be changed or withdrawn) such vote; provided, that PSEG shall be required to vote any Claims of the Owner Lessors under the Keystone Operative Documents and Conemaugh Operative Documents to accept the Plan only upon receipt by PSEG of the applicable direction letter given by the Consenting PTC Holders to the Lease Indenture Trustee under the Keystone Operative Documents and Conemaugh Operative Documents directing the Lease Indenture Trustees not to oppose or interfere with the Transaction, including PSEG voting such Claims on behalf of the applicable Owner Lessor; (vi) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (vii) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating Aegean's exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (viiiiv) in good faith take all actions necessary or reasonably requested by Aegean REMA to obtain any and all required regulatory and/or third-party approvals for the Restructuring; and (ixv) support and consent to the release, discharge, exculpation, and injunctive provisions contained in the Plan, which, for Plan to the avoidance of doubt, shall be consistent extent not inconsistent with this Agreement and the Restructuring Term Sheet. For the avoidance of doubt, all obligations and rights of the Consenting Stakeholders PSEG described in this Agreement shall apply to any Aegean Notes claims or Claims interests that arise or are obtained by such Consenting Stakeholders PSEG after the Agreement Effective Date until the consummation of the Restructuring.

Mutual Commitments. (a) During the period beginning on the Agreement Effective Date and ending on a Termination Date (as defined herein) (such period, the "Effective Period"), each of the Parties shall: (i) support the Restructuring and the transactions contemplated by the Plan, and act in good faith and take all commercially reasonable actions necessary or appropriate to consummate the Restructuring and the transactions contemplated by the Plan, in a manner consistent with this Agreement; (ii) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Restructuring Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (iii) not directly or indirectly (A) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring or (B) propose, file, support, facilitate, negotiate, or vote for any restructuring, workout, plan of arrangement, or plan of reorganization for the Debtors other than the Restructuring; (iv) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (v) to the extent a Consenting Stakeholder is permitted to vote to accept or reject the Plan, vote each of its Claims against Aegean to accept the Plan by delivering its duly executed and completed ballot(s) accepting the Plan on a timely basis in accordance with section 4.01(b) hereof following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot, and not change or withdraw (or cause to be changed or withdrawn) such vote; (vi) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (vii) with respect to the Debtors, object, in a reasonable manner, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating Aegean's exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (viii) in good faith take all actions necessary or reasonably requested by Aegean to obtain any and all required regulatory and/or third-party approvals for the Restructuring; and (ix) support and consent to the release, discharge, exculpation, and injunctive provisions contained in the Plan, which, for the avoidance of doubt, shall be consistent with the Restructuring Term Sheet. For the avoidance of doubt, all obligations and rights of the Consenting Stakeholders described in this Agreement shall apply to any Aegean Notes Claims or Claims Interests that arise or are obtained by such Consenting Stakeholders after the Agreement Effective Date until the consummation of the Restructuring.