Common use of Negative Commitments Clause in Contracts

Negative Commitments. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, each member of the Ad Hoc Noteholder Group severally, and not jointly or jointly and severally, agrees in respect of all its Company Claims not to, directly or indirectly: (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (f) file any motion, pleading, or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent with this Agreement, the Plan, or any Definitive Document; or (g) object to, delay, impede, or take any other action to interfere with the Company’s ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severally, and Uniti Parties agrees that it shall not jointly or jointly and severally, agrees in respect of all its Company Claims not to, directly or indirectly:: 15 (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; ; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (fb) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not materially consistent with this Agreement or the Plan; (c) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the PlanUniti Agreement, the Uniti Transactions or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive DocumentDocument or as otherwise permitted under this Agreement; or (gd) object to, delay, impede, or take any action to interfere with or that is inconsistent with, or is intended or could reasonably be expected to interfere with, delay, or impede, the acceptance, consummation or implementation of the Uniti Transactions or the Restructuring Transactions; or (e) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case. Section 7.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severally, and Uniti Parties agrees that it shall not jointly or jointly and severally, agrees in respect of all its Company Claims not to, directly or indirectly: (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (fb) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not materially consistent with this Agreement or the Plan; (c) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the PlanUniti Agreement, the Uniti Transactions or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive DocumentDocument or as otherwise permitted under this Agreement; (d) object to, delay, impede, or take any action to interfere with or that is inconsistent with, or is intended or could reasonably be expected to interfere with, delay, or impede, the acceptance, consummation or implementation of the Uniti Transactions or the Restructuring Transactions; or (ge) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severally, and not jointly or jointly and severally, Ares agrees in respect of all its Company Claims not to, directly or indirectly: (a) proposeobject to, filedelay, support, vote forimpede, or solicit an Alternative Proposaltake any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptanceDIP Orders and DIP Credit Agreements; (c) object to, implementationdelay, impede or consummation take any other action to interfere with Bankruptcy Court approval of the Restructuring Transactionsany ▇▇▇▇/KERP Plan; (d) take knowingly pursue, propose, file, support, solicit support for or vote for any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Alternative Restructuring Transactions described in this Agreement or the PlanProposal; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (f) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not consistent with this Agreement or the Plan; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the Plan, other Restructuring Transactions contemplated in this Agreement against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive DocumentDocument or as otherwise permitted under this Agreement; or (g) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, other than as set forth in the Restructuring Term Sheet or the 9019 Order, including Elk Hills Power or any assets thereof, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severally, and not jointly or jointly and severally, Ares agrees in respect of all its Company Claims not to, directly or indirectly: (a) proposeobject to, filedelay, support, vote forimpede, or solicit an Alternative Proposaltake any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptanceDIP Orders and DIP Credit Agreements; (c) object to, implementationdelay, impede or consummation take any other action to interfere with Bankruptcy Court approval of the Restructuring Transactionsany ▇▇▇▇/KERP Plan; (d) take knowingly pursue, propose, file, support, solicit support for or vote for any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Alternative Restructuring Transactions described in this Agreement or the PlanProposal; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (f) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not consistent with this Agreement or the Plan; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the Plan, other Restructuring Transactions contemplated in this Agreement against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive DocumentDocument or as otherwise permitted under this Agreement; or (g) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, other than as set forth in the Restructuring Term Sheet or the 9019 Order, including Elk Hills Power or any assets thereof, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.