Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement (including the Term Sheets) or (ii) commence any proceeding or prosecute, join in, or otherwise support any action to oppose, object to, or delay entry of the Confirmation Order or an order approving the Investment Agreement; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement (including the Term Sheets) or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheets) in all material respects; (d) 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 (including the Term Sheets) or the Plan; provided, however, that notwithstanding anything to the contrary in this Agreement, the filing by a Company Party of a motion or other pleading with the Bankruptcy Court or any other court to authorize or facilitate the acceptance or return of deposits in connection with Alternative Restructuring Proposals shall not constitute a breach of this Agreement; or (e) initiate any Implementation Mechanism that does not comply with this Agreement (including with respect to the consultation rights of the Consenting Lenders and the Commitment Parties).

Negative Commitments. Except as set forth in Section 78, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: : (a) (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement (including the Term Sheets) or (ii) commence any proceeding or prosecute, join in, or otherwise support any action to oppose, object to, delay, impede, or delay entry take any other action to interfere with acceptance, implementation, or consummation of the Confirmation Order or an order approving the Investment Agreement; Restructuring Transactions; (b) enter into any other transaction support agreement related to a partial or total restructuring of the Company Parties’ obligations unless such support agreement is not inconsistent with this Agreement and is in form and substance reasonably acceptable to the Required Consenting Stakeholders; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement (including the Term Sheets) or the Plan; ; (cd) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheets) in all material respects; ; (de) file any motion, pleading, or Definitive Documents Document 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 Term Sheets) or the Plan; provided(f) enter into, howeverterminate, that notwithstanding anything to the contrary in this Agreementor modify any material operational contracts, the filing by a Company Party of a motion leases, or other pleading with arrangements that would, individually or in the Bankruptcy Court aggregate, reasonably be expected to have a material and adverse effect on the Company Parties, taken as a whole, without the prior consent of the Required Consenting 1L Convertible Noteholders (not to be unreasonably withheld); or any other court to authorize (g) encourage or facilitate the acceptance any person or return of deposits in connection with Alternative Restructuring Proposals shall not constitute a breach of this Agreement; or (e) initiate Entity to do any Implementation Mechanism that does not comply with this Agreement (including with respect to the consultation rights of the Consenting Lenders and actions described in the Commitment Partiesforegoing Section 7.02(a) through Section 7.02(f). Section 8.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of the all of its Company Parties Claims, that it shall not directly or indirectly: (a) (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement (including the Term Sheets) or (ii) commence any proceeding or prosecute, join in, or otherwise support any action to oppose, object to, delay, impede, or delay entry take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Confirmation Order Transactions or an order approving the Investment Agreement; (b) take any action that is inconsistent in any material respect withwith the Transactions; (b) solicit, initiate, encourage, propose, respond, or is intended to frustrate engage in negotiations with respect to, or impede approvalotherwise agree to, implementation and consummation of the Restructuring Transactions described insupport, this Agreement (including the Term Sheets) endorse, or the Planapprove any Alternative Transaction; (c) modify execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or the PlanTransactions that, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheets) in all material respectsor any Definitive Document; (d) file any motion, pleading, or Definitive Documents other document with the Bankruptcy Court or any other court (including any modifications or amendments thereofto any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement (including the Term Sheets) or the Plan; providedTransactions contemplated herein against the other Parties, howeverany agent or trustee for any Company Claims, that notwithstanding anything to the contrary in this Agreement, the filing by a Company Party of a motion or other pleading with the Bankruptcy Court or any of their Affiliates, other court than to authorize enforce this Agreement or facilitate the acceptance any Definitive Document or return of deposits in connection with Alternative Restructuring Proposals shall not constitute a breach of as otherwise permitted under this Agreement; or (ef) initiate exercise or accelerate, or direct any Implementation Mechanism that does not comply with this Agreement (including with respect other Person to exercise or accelerate, any right or remedy for the consultation rights enforcement, collection, or recovery of the Consenting Lenders and the Commitment Parties)any Company Claims.