Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties, shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, and is intended to, or is likely to, frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan; (c) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof): (i) granted pursuant to the Term Loan Credit Agreement, Senior Secured Notes Indenture, or the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (i) declare or make any non-ordinary course payments to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of the Company Parties or any Affiliate thereof, (ii) otherwise adjust, amend, supplement, alter or otherwise modify the compensation programs, structure, incentives, awards, or rewards owed to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of such Company Party or any Affiliate thereof, and (iii) file any motion with the Bankruptcy Court seeking to approve and implement any K▇▇▇ or KERP, in each case of the foregoing clauses (i) through (iii), absent the prior written consent of the Required Consenting Creditors; (e) modify the DIP Orders or the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; or (f) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan.

Negative Commitments. Except as set forth in Section ‎Section 8, during the Agreement Effective Period, (i) each of the Company QVC Parties, jointly and severally, (ii) each of the LINTA Parties, jointly and severally, (iii) each of the CBI Parties, jointly and severally, and (iv) QVCG shall not not, directly or indirectly: (a) object to, delay, impede, or take any other action that would be reasonably expected to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, and or is intended to, or is likely to, to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the PlanTransactions; (c) object seek to or commence any legal proceeding challenging the liens or claims (including the priority thereof): (i) granted pursuant to the Term Loan Credit Agreementamend, Senior Secured Notes Indentureterminate, or modify the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (i) declare or make any non-ordinary course payments to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of the Company Parties Plan or any Affiliate thereof, (ii) otherwise adjust, amend, supplement, alter or otherwise modify the compensation programs, structure, incentives, awards, or rewards owed to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of such Company Party or any Affiliate thereof, and (iii) file any motion with the Bankruptcy Court seeking to approve and implement any K▇▇▇ or KERP, in each case of the foregoing clauses (i) through (iii), absent the prior written consent of the Required Consenting Creditors; (e) modify the DIP Orders or the PlanDefinitive Document, in whole or in part, in a manner that is not consistent with this Agreement; (d) amend, terminate or modify (i) any material insurance contract or policy in place on or prior to the Agreement Effective Date or (ii) any agreement, document, instrument, indenture or other writing evidencing any material indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such material indebtedness outside the ordinary course of business, other than as contemplated by the Restructuring Transactions, without the consent of the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders, and, solely to the extent it affects the treatment or economic recovery of the LINTA Notes Claims, the Required Consenting LINTA Noteholders; (i) as to QVCG, LINTA, QVC, or CBI, pay any dividend (unless required or contemplated as part of the Restructuring Transactions or in all the Definitive Documents); (ii) as to the QVC Parties, (1) consummate or enter into a definitive agreement evidencing, or file one or more motions or applications seeking authority to consummate or enter into, any merger, consolidation, disposition of material respectsassets, acquisition or sale of material assets, or similar transaction, (2) make any material investment, (3) pay any dividend,3 or (4) incur any indebtedness for borrowed money, in each case (x) in excess of $2 million in the aggregate and (y) outside the ordinary course of business (unless permitted, required or contemplated as part of the Restructuring Transactions or in the Definitive Documents), in each case unless the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders have provided prior written consent; orand 3 For the avoidance of doubt, as set forth in Section 7.02(e), QVC shall not pay any dividends unless required or contemplated as part of the Restructuring Transactions or in the Definitive Documents. (iii) as to the CBI Parties, (1) consummate or enter into a definitive agreement evidencing, or file one or more motions or applications seeking authority to consummate or enter into, any merger, consolidation, disposition of material assets, acquisition or sale of material assets, or similar transaction, (2) make any material investment, (3) pay any dividend,4 or (4) incur any indebtedness for borrowed money, in each case (x) in excess of $2 million in the aggregate and (y) outside the ordinary course of business (unless permitted, required or contemplated as part of the Restructuring Transactions or in the Definitive Documents); (f) modify or amend (in either case, other than in the ordinary course of business, as required by law or as permitted, required or contemplated as part of the Restructuring Transactions or in the Definitive Documents) a material tax election or change any Company Party’s U.S. federal income tax classification (including any deemed change to such U. S. federal income tax classification through an amendment of such Person’s organizational documents or the conversion of such Person to a different corporate form), without the written consent of the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders, and as to the LINTA Parties and CBI Parties, solely to the extent it would materially affect the treatment or economic recovery of the LINTA Notes Claims, the Required Consenting LINTA Noteholders, in each case not to be unreasonably withheld, conditioned, or delayed; (g) cause QVC and its subsidiaries to make any distribution or payment with respect to taxes to QVCG and its affiliates and subsidiaries (other than QVC and its subsidiaries), except distributions or payments in respect of any taxable period for which QVC and/or any of its subsidiaries are members of a Tax Group, in an amount determined in the sole discretion of QVC with input from QVC and intended to equal to the portion of the federal, state, local or non-U.S. income tax liability of such Tax Group that is attributable to the income of QVC and/or such subsidiaries (reduced by any amounts paid directly by QVC or its subsidiaries to the applicable taxing authority and determined on a stand-alone basis as if QVC and its subsidiaries were members of a Tax Group of which QVC was the common parent.); (h) with respect to QVCG, following the Agreement Effective Date, use any cash for any purpose other than to pay amounts that would otherwise constitute QVCG Professional Fee Claims, Allowed Claims against QVCG that are duly payable pursuant to the Plan, any expense or payment authorized or ordered to be paid by the Bankruptcy Court, or any expense or payment agreed to by QVC with the consent of the Required Consenting RCF Lenders and the Required Consenting QVC Noteholders (for the avoidance of doubt, following the Agreement Effective Date and under the Plan, there shall be no distributions made to holders of QVCG Preferred Equity Interests or QVCG Common Equity Interests); (i) with respect to LINTA, following the Agreement Effective Date, LINTA shall not use any cash for any purpose other than to pay amounts that would otherwise constitute LINTA Restructuring Expenses, make payments or distributions that are contemplated by the Plan, or to pay any expense, or payment agreed to by the Required Consenting LINTA Noteholders; 4 For the avoidance of doubt, as set forth in Section 7.02(e), CBI shall not pay any dividends unless required or contemplated as part of the Restructuring Transactions or in the Definitive Documents. (j) enter into, m▇▇▇▇▇, renew, replace, or terminate any material definitive agreement (as such term is used under Form 8-K and applicable SEC rules and regulations) without the consent of the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders, and, with respect to the LINTA Parties and the CBI Parties only, the Required Consenting LINTA Noteholders; (k) (x) seek discovery in connection with, or prepare or commence an avoidance action or other legal proceeding that challenges, (A) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Stakeholders or the DIP LC Facility or (B) the validity, enforceability or perfection of (1) the pledge of the equity interests of QVC, Inc. to secure any of the QVC Notes Claims or RCF Claims or (2) the LINTA Notes Claims as provided for under the LINTA Notes Indenture and accompanying documents or (y) support any third party in connection with any of the acts described in clause (x) of this paragraph; (l) without the consent of the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders, and, with respect to the LINTA Parties and CBI Parties, the Required Consenting LINTA Noteholders, enter into any new, or any amendment, modification, waiver, supplement, restatement or other change to any, employment agreement or arrangement (including, for the avoidance of doubt, any key employee incentive plan, key employee retention program or similar such program or arrangement) with respect to any officers or other members of the executive leadership team; (m) commence, support, or join any litigation or adversary proceedings against any Consenting Stakeholder; (n) incur any material liens or security interests, or material encumbrances other than those existing immediately prior to the date hereof or those contemplated hereby (it being understood and agreed that any liens or encumbrances created in connection with the DIP LC Facility shall be expressly permitted hereunder); (o) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, purchase, redeem, acquire, issue, sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its Equity Interests, including capital stock or limited liability company interests; (p) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (q) except to the extent expressly permitted by Section 8.02 hereof, seek, solicit, support, initiate, encourage, propose, negotiate, discuss, assist, consent to, vote for, or enter into any agreement regarding (in each case, directly or indirectly) any Alternative Restructuring Proposal; (r) announce publicly or announce to any of the Consenting Stakeholders or other holders of Company Claims/Interests its intention not to support the Restructuring Transactions; or (s) terminate any of the engagement or fee letters or other arrangements with the Consenting Stakeholders as long as this Agreement remains effective.

Negative Commitments. Except as set forth in Section 87 or with the prior written consent of the Required Consenting Stakeholders, during the Agreement Effective Period, each of the Company Parties, Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring TransactionsTransactions or the Sale Transaction; (b) take any action that is inconsistent in any material respect with, and or is intended to, or is likely to, to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described inTransactions, this Agreement the Sale Transaction, or the Plan; (c) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof): (i) granted pursuant to the Term Loan Credit Agreement, Senior Secured Notes Indenture, or the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (i) declare or make any non-ordinary course payments to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of the Company Parties or any Affiliate thereof, (ii) otherwise adjust, amend, supplement, alter or otherwise modify the compensation programs, structure, incentives, awards, or rewards owed to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of such Company Party or any Affiliate thereof, and (iii) file any motion with the Bankruptcy Court seeking to approve and implement any K▇▇▇ or KERP, in each case of the foregoing clauses (i) through (iii), absent the prior written consent of the Required Consenting Creditors; (e) modify the DIP Orders or the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all any material respects; orrespect; (fd) file any motion, pleading, or Definitive Documents (including any modifications or amendments thereof) with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement (including the consent rights of the Consenting Stakeholders set forth in in this Agreement as to the form and substance of such motion, pleading, or other Definitive Document) or the Plan; (e) except with respect to the Sale Transaction, any transaction contemplated by the First Day Motions (on the terms set forth in such First Day Motion and any agreement or form of agreement attached thereto) or otherwise consented to in writing by the Initial Consenting Stakeholders prior to the Agreement Effective Date: (i) sell (including any sale leaseback transaction), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company Parties, including any Equity Interests, other than in the ordinary course of business; (ii) purchase, lease, or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any material assets or material properties, other than in the ordinary course of business; or (iii) commence any liquidation or wind down process with respect to any of the Company Parties’ businesses or enter into any agreement or arrangement, or modification to any agreement or arrangement, in connection therewith; (f) (i) enter into or amend, adopt, restate, supplement, or otherwise modify any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any of its employees that are a senior vice president or more senior, (ii) increase the base salary, target bonus opportunity, or other benefits payable by the Company Parties or to any of their executive officers, or (iii) make any payment to any former Insider (as of the Agreement Effective Date) of any post-employment, retirement or similar plan or program, severance agreement, or similar arrangement; (g) assume, assume and assign, or reject executory contracts or unexpired leases; provided that the consent of the Required Consenting Stakeholders shall not be unreasonably withheld; provided, further, that the Company Parties shall provide four (4) Business Days’ prior written notice of any assumption, assumption and assignment, or rejection of any executory contract or unexpired lease, which notice shall include the analysis underlying the Company Parties’ decision to assume, assume and assign, or reject such executory contract or unexpired lease, including adequate information supporting such analysis and decision, and, absent written notification during that period from Milbank or ▇▇▇▇▇▇▇▇▇ to the Company Parties that the Required Consenting Stakeholders do not consent, the Required Consenting Stakeholders shall be deemed to have consented to any such assumption, assumption and assignment, or rejection; (h) enter in any agreement, settlement, or other arrangement with any of the landlords under the Debtors’ leases waiving, deferring, or modifying the rent payments or rent structure under such leases; provided that the consent of the Required Consenting Stakeholders shall not be unreasonably withheld; provided, further, that the Company Parties shall provide four (4) Business Days’ prior written notice of any such agreement, settlement, or other arrangement, which notice shall include the analysis underlying the Company Parties’ decision to enter into such agreement, settlement, or other arrangement, including adequate information supporting such analysis and decision, and, absent written notification during that period from Milbank or ▇▇▇▇▇▇▇▇▇ to the Company Parties that the Required Consenting Stakeholders do not consent, the Required Consenting Stakeholder shall be deemed to have consented to any such agreement, settlement, or other arrangement; (i) pay any prepetition Claim (including Claims pursuant to section 503(b)(9) of the Bankruptcy Code and lien Claims) held by any of the Company Parties’ vendors except in compliance with the First Day Motions and only to the extent that the Company Parties have (i) made commercially reasonable efforts to require such vendor to execute a trade agreement providing for the continuity of goods and services to the Debtors or Reorganized Debtors, as applicable, on terms reasonably acceptable to the Required Consenting Stakeholders (as determined in accordance with the consultation, notice, and consent procedures referenced in the following clause (ii)), and (ii) provided notice of such payment to one or more Initial Consenting Stakeholders pursuant to consultation, notice, and consent procedures to be agreed between the Company Parties and the Required Consenting Stakeholders; or (j) following the engagement of the Claims Management Consultant in accordance with Section 6.01(m), terminate the engagement of the Claims Management Consultant without cause and without engaging a replacement Claims Management Consultant selected by the Required Consenting Stakeholders in accordance with this Agreement.

Negative Commitments. Except as set forth in Section 89, during the Agreement Effective Period, each of the Company Parties, Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, and or is intended to, or is likely to, to frustrate or impede approval, implementation implementation, and consummation of the Restructuring Transactions described in, this Agreement Agreement, or the PlanDefinitive Documents; (c) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof): (i) granted pursuant seek to the Term Loan Credit Agreement, Senior Secured Notes Indenture, or the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (i) declare or make any non-ordinary course payments to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of the Company Parties or any Affiliate thereof, (ii) otherwise adjustwaive, amend, supplement, alter or otherwise modify the compensation programs, structure, incentives, awards, or rewards owed to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of such Company Party or any Affiliate thereof, and (iii) file any motion with the Bankruptcy Court seeking to approve and implement any K▇▇▇ or KERP, in each case of the foregoing clauses (i) through (iii), absent the prior written consent of the Required Consenting Creditors; (e) modify the DIP Orders or the Plan, in whole or in partDefinitive Documents, in a manner that is not consistent inconsistent with this Agreement, or (ii) file any UK Proceeding Transaction Documents with the English Court that is inconsistent with this Agreement or seeks authorization to accomplish or effect any of the foregoing; (d) (i) declare, set aside or pay any dividend or other distribution (whether in all cash, stock or property or any combination thereof) in respect of the capital stock of the Company or another Company Party, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any shares of the Company’s or a Company Party’s capital stock (other than to another Company Party or pursuant to the Company Parties’ executive compensation plans or long-term incentive plans); (ii) make any loans, advances or capital contributions to, or investments in, any other Person that is not a Company Party and is material respectsto the Company Parties; (iii) make any payment in satisfaction of any existing indebtedness (other than pursuant to the Restructuring Transactions); or (fe) file (i) commence any motionproceeding or other action that challenges (A) the amount, pleadingvalidity, allowance, character, enforceability, or Definitive Documents priority of any Notes Claims of any of the Consenting Noteholders, or (B) the validity or enforceability of any Notes Claims of any of the Consenting Noteholders or (ii) support any Entity in connection with any of the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, acts described in whole or in part, is not materially consistent with this Agreement or the Planforegoing clauses.

Negative Commitments. Except as set forth in Section 87, during the Agreement Effective Period, each of the Company Parties, Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed), provided that no such consent shall be required in relation to the Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, and or is intended to, or is likely to, to frustrate or impede approval, implementation implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan; (c) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof): , including, but not limited to, (i) granted pursuant initiating any Proceeding or taking any other action to oppose the Term Loan Credit Agreementexecution or delivery of any of the Definitive Documents, Senior Secured Notes Indenture, the performance of any obligations of any party to any of the Definitive Documents or the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (i) declare or make any non-ordinary course payments to any insiders (as such term is defined in section 101(31) consummation of the Bankruptcy Code) transactions contemplated by any of the Company Parties or any Affiliate thereofDefinitive Documents, (ii) otherwise adjust, initiating any Proceeding or taking any other action to amend, supplement, alter supplement or otherwise modify any of the compensation programsDefinitive Documents, structurewhich amendment, incentives, awardsmodification, or rewards owed supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of such Company Party Required Consenting Noteholders, or any Affiliate thereof, and (iii) file initiating any motion Proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Bankruptcy Court seeking to approve and implement Restructuring Term Sheet, or any K▇▇▇ or KERP, in each case of the foregoing clauses other Definitive Documents; (id) through (iii)announce publicly, absent the prior written consent or announce to any of the Required Consenting CreditorsNoteholders or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the DIP Orders or the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; or; (f) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Noteholders, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal Proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Noteholder, or (B) support any third party in connection with any of the acts described in clause (A); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on or make any distribution on any Equity Interests.