Common use of Negative Commitments Clause in Contracts

Negative Commitments. During the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of all of its Company Claims, that it shall not, and shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to 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 or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (f) exercise or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery of any Company Claims; or (g) take any action in furtherance of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the court.

Negative Commitments. During Except as set forth in Section 6.03, during the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of all of its the Company Claims, that it Parties shall not, and shall not permit its subsidiaries or Affiliates towithout the prior written consent (including via email in accordance with Section 12.17) of the Required Consenting Creditors, directly or indirectly: (a) object totake any action that is inconsistent with this Agreement, delay, impede, the Definitive Documents or the Restructuring Transactions or take any other action or inaction that would reasonably be expected to interfere with acceptancewith, delay, or impede solicitation, implementation, or consummation of of, the Transactions or take any action that is inconsistent in any material respect with the Restructuring Transactions; (b) solicitmodify the Plan, initiatein whole or in part, encourage, propose, respond, or engage in negotiations a manner that is inconsistent with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transactionthis Agreement; (c) (1) file or support any motion, pleading, order or any Definitive Documents with the Bankruptcy Court or any other court (including any modification or amendment thereof) that (i) in whole or in part, is materially inconsistent with this Agreement, the Plan or the Definitive Documents or (ii) in the case of any Definitive Document, has not been provided to counsel to the Initial Consenting Noteholders and the Agent for review in accordance with Section 5.1(e), (2) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Transactions Definitive Document that, in whole or in part, is not consistent with this Agreement and the Proposed Plan, or (3) waive, amend or modify any of the Definitive DocumentDocuments or, if applicable, file with the Bankruptcy Court a pleading seeking to waive, amend or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification or filing contains any provision that is inconsistent with this Agreement and the Proposed Plan; (d1) file or support any motion or application or commence a proceeding (including seeking formal or informal discovery) challenging (A) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Creditors, or (B) the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditors; (2) file any motionmotion or application or commence a proceeding (including seeking formal or informal discovery) seeking to pursue claims or causes of action against any Consenting Creditor or any director, pleadingmanager, officer or employee of, or other document lender to, or any consultant or advisor that is retained or engaged by, any of the Consenting Creditors; or (3) support any Person in connection with any court of the actions described in clause (including any modifications 1) or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement(2); (e) initiatedirectly or indirectly solicit, through any Person, seek, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or have initiated on its behalf, any litigation or proceeding prosecution of any kind with respect Alternative Restructuring Proposal without the consent of the Required Consenting Creditors, subject to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this AgreementSection 6.03; (f) exercise other than (i) as expressly contemplated by this Agreement, (ii) in connection with a dissolution or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery winding-up of any Company ClaimsParty or a similar transaction, or (iii) in the ordinary course of business, (A) make or change any material tax election (including, with respect to any Company Party that is treated as a partnership or disregarded entity for U.S. federal income tax purposes, an election to be treated as a corporation for U.S. federal income tax purposes) or (B) take or permit any action that would result in a disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code; (g) amend or propose to amend any of their respective organizational documents other than in connection with the commencement of the cases or pursuant to the Plan; (h) other than as expressly contemplated by this Agreement, authorize, create or issue any additional Equity Interests in any of the Company Parties, or redeem, purchase, acquire, declare any distribution on or make any distribution on any Equity Interests in any of the Company Parties; (i) without the consent of the Required Consenting Creditors, engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (gj) take enter into or adopt any action in furtherance new compensation or employee benefit arrangements (or amend, modify, or terminate any existing compensation or employee benefit arrangements) without the reasonable consent of the Intercreditor Litigation other than to seek a continuance in connection with Required Consenting Noteholders, the pending motion to dismiss or to take any other actions that have Required Backstop Parties and the effect of preserving the status quo ofAgent, and are not with respect to insiders (as defined in furtherance ofsection 101(31) of the Bankruptcy Code), without the consent of the Required Consenting Noteholders, the Specified Action, which include, among other things, providing Required Backstop Parties and the court with any relevant updates or responding to communications from the courtAgent.

Negative Commitments. During the Agreement Effective PeriodPeriod (other than with respect to clause (vi) as specifically set forth therein), and subject to the terms of this Agreement, each Consenting Secured Party Stakeholder agrees, severally, and not jointly, in respect of all of its Company Claims, that it shall not, and shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to 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 or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly: (i) object to, delay, impede, or take any other action to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (fii) exercise propose, file, support, or acceleratevote for any Alternative Restructuring Proposal; (iii) take any other actions in direct contravention of this Agreement, the Plan, or the Definitive Documents, or to the material detriment of the Restructuring Transactions; (iv) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (v) file any motion, pleading, or other 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 or the Plan; (vi) exercise, or direct any other Person to exercise or accelerateexercise, any right or remedy (including, solely for five (5) Business Days following the Execution Date, and prior to a Hedge Counterparty entering into an Amended ISDA, the designation of any Early Termination Date, howsoever described or defined, in relation to any Hedge Contract) for the enforcement, collection, or recovery of any of Company ClaimsClaims in or against the Company Parties other than pursuant to the Plan, the DIP Credit Agreement Documents, and other Definitive Documents; (vii) object to any First Day Pleadings and “second day” pleadings consistent with this Agreement filed by the Debtors in furtherance of the Restructuring, including any motion seeking approval of the DIP Facility on the terms set forth herein and the DIP Credit Agreement; (viii) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof) granted or proposed to be granted to the DIP Commitment Parties under the DIP Order; or (gix) take any action in furtherance of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss object to, delay, impede, or to take any other actions that have action to interfere with the effect Company Parties’ ownership and possession of preserving their assets, wherever located, or interfere with the status quo ofautomatic stay arising under section 362 of the Bankruptcy Code, and are not in furtherance of, unless otherwise permitted under the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the courtDefinitive Documents.

Negative Commitments. During the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of all of its the Company Claims, that it shall not, and shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit(i) seek discovery in connection with, initiate, encourage, propose, respondprepare, or engage in negotiations with respect tocommence any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability, or otherwise agree to, support, endorsepriority of any Company Claims of each of the Consenting Secured Parties, or approve (B) the validity, enforceability, or perfection of any Alternative Transactionlien or other encumbrance securing any Company Claims of each of the Consenting Secured Parties or (ii) support any Person in connection with any of the acts described in clause (i) of this Section 5.02(b); (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to 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 or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (f) exercise or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery of any Company Claims; or (g) take any action in furtherance of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the court; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their respective Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or (g) solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction.

Negative Commitments. During Except as set forth in Section 6, during the Agreement Effective Period, each Consenting Secured the Company Party agrees, severally, and not jointly, in respect of all of its Company Claims, that it shall not, and shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or Restructuring Transactions; (b) take any action (i) that is inconsistent in any material respect with the TransactionsRestructuring Transactions described in this Agreement or, if applicable, the Plan, (ii) is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or, if applicable, the Plan, or (iii) would have the effect of frustrating or impeding approval, implementation and consummation of the Restructuring Transactions described in this Agreement or, if applicable, the Plan; (bc) directly or indirectly solicit, initiate, encourage, endorse, propose, respondfile, or engage in negotiations with respect tosupport, approve, or otherwise agree to, support, endorse, promote or approve advance any Alternative TransactionRestructuring Proposal; (cd) execute sell, or file any agreementmotion or application seeking to sell, instrumentany assets, formother than in the ordinary course of business and consistent with past practice, without the prior written consent of the Required Consenting Noteholders (which may be by email); (e) other than as provided in this Agreement and the Restructuring Term Sheet, amend any of their corporate governance or organizational documents without the prior written consent of the Required Consenting Noteholders (which may be by email); (f) other than in the ordinary course of business and consistent with past practice or this Agreement, (i) enter into or amend, establish, adopt, restate, supplement, or otherwise modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other document compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any employee, or (y) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from the Company Party, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements), in each case without the prior written consent of the Required Consenting Noteholders (which may be by email); (g) other than in the ordinary course of business and consistent with past practice or this Agreement, (i) enter into any settlement regarding any Claims or Interests, (ii) enter into any material agreement that is utilized to implement or effectuatenot consistent with this Agreement, (iii) amend, supplement, modify, or terminate any material agreement in a way that otherwise relates tois not consistent with this Agreement, this Agreement and/or (iv) allow any material agreement to expire if such expiration would frustrate or impede consummation of the Transactions Restructuring Transactions, or (v) allow any material permit, license or regulatory approval to lapse, expire, terminate or be revoked, suspended or modified, in each case without the prior written consent of the Required Consenting Noteholders (which may be by email); (h) file with any court any motion, pleading, or Definitive Document (including any modifications or amendments thereto) that, in whole or in part, is not consistent with this Agreement or any Definitive DocumentAgreement; (di) to the extent that the Company Party pursues the Restructuring Transactions through Chapter 11 Cases, (i) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects, or (ii) propose a plan of reorganization that is not consistent with this Agreement in all material respects; (j) to the extent that the Company Party pursues the Restructuring Transactions through Chapter 11 Cases, file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement; (ei) initiate, or have initiated on operate its behalf, any litigation or proceeding of any kind with respect to this Agreement or business outside the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliatesordinary course, other than to enforce this Agreement the Restructuring Transactions, or (ii) transfer any asset or right of the Company Party (or its Affiliates) or any Definitive Document asset or as otherwise permitted under this Agreementright used in the business of the Company Party (or its Affiliates) to any person or entity outside the ordinary course of business; (fl) exercise or accelerateengage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or direct any other Person to exercise or accelerate, any right or remedy for similar transaction outside of the enforcement, collection, or recovery ordinary course of any Company Claimsbusiness other than the Restructuring Transactions; or (gm) take encourage any action in furtherance Entity to do any of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the courtforegoing.

Negative Commitments. During Except as set forth in Section 8, during the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of all of its the Company Claims, that it shall not, and Parties shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions Restructuring Transactions; (b) enter into any other Restructuring 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 acceptable to the Required Consenting Creditors; (c) take any action that is inconsistent in any material respect with with, or is intended to frustrate or impede approval, implementation and consummation of the TransactionsRestructuring Transactions described in, this Agreement, the Definitive Documents, or the Prepackaged Plan; (bd) solicit(i) execute, initiate, encourage, propose, respond, or engage in negotiations deliver and/or file with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement Agreement, the Prepackaged Plan, and/or the Transactions Restructuring Transactions, as applicable, that, in whole or in part, is not consistent inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii) waive, amend, or modify any of the Definitive DocumentDocuments, or, if applicable, file with the Bankruptcy Court a motion, application or other pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification, or filing contains any provision that is inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (de) amend or change, or propose to amend or change, any of the Company Parties’ respective organizational documents, except to the extent required to comply with the terms of this Agreement; (f) authorize, create, issue, sell or grant any additional Interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any equity interests; (g) file any motion, application, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this AgreementAgreement or the Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (ei) initiateseek discovery in connection with, prepare, or have initiated on its behalfcommence any proceeding or other action that challenges (A) the amount, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Partiesvalidity, any agent or trustee for any Company Claimsallowance, character, enforceability, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (f) exercise or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery priority of any Company Claims/Interests of any of the Consenting Creditors, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditors or (ii) support any person in connection with any of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (gp) take agree, commit, encourage or facilitate any action in furtherance person or Entity to do any of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the courtforegoing.

Negative Commitments. During the Agreement Effective Period, each Consenting Secured Party agreesCreditor, severallyas applicable, on a several and not jointlyjoint basis, agrees, in respect of all of its Company Claims/Interests, that it shall not, and shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with (A) acceptance, implementation, or consummation of the Restructuring Transactions and (B) the Company Parties’ ownership and possession of their assets, wherever located, or take any action that is inconsistent in any material respect interfere with the Transactionsautomatic stay arising under section 362 of the Bankruptcy Code; (b) solicitchange, initiatewithdraw, encourage, propose, respondamend, or engage in negotiations with respect torevoke (or cause to be changed, withdrawn, amended, or otherwise agree torevoked) any vote or election referred to in Sections 4.01(b) and 4.01(c) above, support, endorse, provided that such votes or approve any Alternative Transaction;elections shall be immediately revoked and deemed void ab initio upon the occurrence of a Termination Date described in Section 11. (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that is not consistent with this Agreement or the Plan; (d) support any other party in any action to any motionobject to, pleadingdelay, impede, or take any other document action to interfere with any court) that, motion or other pleading or document Filed by a Company Party in whole or in part, the Bankruptcy Court that is not materially consistent with this Agreement; (e) propose, File, support, or vote for any Alternative Restructuring; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, Parties other than to enforce this Agreement or any Definitive Document or as otherwise expressly permitted under this Agreement;; or (fg) exercise or accelerateexercise, or direct any other Person to exercise or accelerateexercise, any right or remedy for the enforcement, collection, or recovery of any of Company Claims; or (g) take any action in furtherance of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the court/Interests.