Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as expressly permitted in Section 9.02, during the Agreement Effective Period, each of the Debtors shall not, and shall cause each of its direct and indirect subsidiaries to not, directly or indirectly: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action or inaction that is reasonably avoidable and would interfere with, delay, or impede the acceptance, implementation, or consummation of the Plan or the Restructuring Transactions; (b) take any action or inaction that is inconsistent in any material respect with, or is intended or could reasonably be expected to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions or this Agreement; (c) file any motion or pleading, 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, including the consent rights set forth in Section 3, or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the material detriment of the Restructuring Transactions; (f) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, transfer any asset or right of any Debtor or any material asset or right used in the business of the Debtors to any Entity outside the ordinary course of business; (g) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, take any action or inaction that would cause a change to the tax status of any Debtor; or (h) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions (including an Acceptable Alternative Transaction).

Negative Commitments. Except as expressly permitted in Section 9.02, during the Agreement Effective Period, each of the Debtors shall not, and shall cause each of its direct and indirect subsidiaries to not, directly or indirectly: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action or inaction that is reasonably avoidable and would interfere with, delay, or impede the acceptance, implementation, or consummation of the Plan or the Restructuring Transactions; (b) take any action or inaction that is inconsistent in any material respect with, or is intended or could reasonably be expected to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions or this Agreement; (c) file any motion or pleading, 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, including the consent rights set forth in Section 3, or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the material detriment of the Restructuring Transactions; (f) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, transfer any asset or right of any Debtor or any material asset or right used in the business of the Debtors to any Entity outside the ordinary course of business; (g) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, take any action or inaction that would cause a change to the tax status of any Debtor; or (h) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions (including an Acceptable Alternative Transaction)Transactions.

Negative Commitments. Except as expressly permitted set forth in Section 9.02‎Section 8, during the Agreement Effective Period, each of the Debtors Company Parties shall not, (and shall cause each of its direct and indirect their subsidiaries to not, to) not directly or indirectly: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action or inaction that is reasonably avoidable and would to interfere with, delay, or impede the with acceptance, implementation, or consummation of the Plan or the Restructuring Transactions; (b) take any action or inaction that is inconsistent in any material respect with, or is intended or could reasonably be expected to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, this Agreement or this Agreementthe Plan; (c) modify the Plan or any Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion or 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 not materially consistent with this Agreement, including the consent rights set forth in Section 3, Agreement or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring TransactionsPlan; (e) take any (i) operate its business outside the ordinary course (other action than changes in the operations resulting from or inaction in contravention of this Agreement or any Definitive Document, or relating to the material detriment Restructuring Transactions or the filing of the Chapter 11 Cases), taking into account the Restructuring Transactions; (f) without the consent (not to be unreasonably withheld, conditioned, or delayed(ii) engage in material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness (including, as a result of the Required Consenting BrandCo Lendersrefinancing of existing mortgage indebtedness, but excluding the Specified Refinancing Mortgage Loans), or other similar transaction or transfer any material asset or right of any Debtor the Company Parties, or any material asset or right used in the business of the Debtors Company Parties to any Entity person or entity outside the ordinary course of business; , in each of cases (gi) and (ii), without the reasonable consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo LendersStakeholders; (f) except to the extent required by this Agreement or, take with the consent of the Plan Sponsor, as necessary to effectuate the Restructuring Transactions, take, or fail to take, any action or inaction that would cause a change to the tax status (including, the status of any DebtorCompany Party as a “real estate investment trust” within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended) or classification of any Company Party; (g) enter into, amend, modify, renew, or terminate any Material Lease or any Material Executory Contract that is a Specified Material Executory Contract without the reasonable consent of the Plan Sponsor; provided that the Plan Sponsor shall be deemed to have consented to a request to enter into, amend, modify, renew, or terminate any such Material Lease or any such Material Executory Contract if the Plan Sponsor does not approve or disapprove of such transaction within five (5) business days from receipt of all required and reasonable information and documentation relating thereto and a written request (by email to an approved designee of the Plan Sponsor) to approve or disapprove of such transaction, plus two (2) additional business days following receipt of a second written request (by email to an approved designee of the Plan Sponsor) to approve or disapprove of such transaction; provided, further, that the Plan Sponsor’s consent, reasonable or otherwise, shall not be required to terminate a Material Lease in the event that the (x) Material Lease is terminated by the Company Party upon a monetary default or a material non-monetary default by the tenant under such Material Lease, (y) tenant under such Material Lease is subject to a bankruptcy proceeding and elects to reject such Material Lease under such bankruptcy proceeding, or (z) tenant terminates such Material Lease pursuant to its rights under such Material Lease; (h) propose, file, or support a pleading with the Bankruptcy Court seeking entry of an order authorizing any use of cash collateral or debtor‑in‑possession financing other than as proposed in the DIP Orders; or (hi) without the consent (not initiate, or cause to be unreasonably withheldinitiated on its behalf, conditionedany litigation or proceeding of any kind with respect to these Chapter 11 Cases, this Agreement, or delayed) of the Required Consenting BrandCo Lenders, engage in other Restructuring Transactions contemplated herein against any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business Parties other than the Restructuring Transactions (including an Acceptable Alternative Transaction)to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement.

Negative Commitments. Except as expressly permitted in Section 9.02, during During the Agreement Effective Period, each Picea agrees, in respect of the Debtors shall not, and shall cause each of its direct Company Claims that, to the extent permitted by Law and indirect subsidiaries subject to notthe other terms hereof, it shall not directly or and indirectly: (a) without object to, materially delay, materially impede, or take any other action that is intended to materially interfere with the reasonable consent acceptance, implementation, or consummation of the Required Consenting BrandCo LendersRestructuring Transactions; (b) solicit, initiate, knowingly encourage, knowingly endorse, propose, file, knowingly support, approve, or vote for any Alternative Transaction Proposal; (c) 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 materially inconsistent with this Agreement; (d) file or otherwise knowingly support, knowingly encourage, knowingly seek, solicit, pursue, initiate, knowingly assist, join or participate in any challenge to the validity, enforceability or the assumption by the Debtors of the New Picea Supply Agreement in a manner inconsistent with the Plan; (e) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against the Company Group, including rights or remedies arising from or asserting or bringing any Claims under or with respect to the Amended First Lien Credit Agreement other than in accordance with this Agreement or the Definitive Documents; (f) initiate, or cause to be initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the Plan or the Restructuring Transactions contemplated in this Agreement against the Company Group that is inconsistent with this Agreement or any Definitive Document (it being understood that any litigation or proceeding to enforce this Agreement or any Definitive Document or that is otherwise permitted under this Agreement shall not be construed to be inconsistent with this Agreement); or (g) object to, delay, impede, or take any other action or inaction that is reasonably avoidable to materially interfere with the Company Group’s ownership and would interfere withpossession of their assets, delaywherever located, or impede materially interfere with the acceptance, implementation, or consummation automatic stay arising under section 362 of the Plan or the Restructuring Transactions; (b) take any action or inaction that is inconsistent in any material respect with, or is intended or could reasonably be expected to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions or this Agreement; (c) file any motion or pleading, 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, including the consent rights set forth in Section 3, or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the material detriment of the Restructuring Transactions; (f) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, transfer any asset or right of any Debtor or any material asset or right used in the business of the Debtors to any Entity outside the ordinary course of business; (g) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, take any action or inaction that would cause a change to the tax status of any Debtor; or (h) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions (including an Acceptable Alternative Transaction)Code.

Negative Commitments. Except as expressly permitted set forth in Section 9.029 or with the prior written consent of the Required Consenting Creditors, during the Agreement Effective Period, each of the Debtors Company Parties shall notnot directly or indirectly, and shall cause each of its direct and indirect their respective subsidiaries to not, directly or indirectlynot to: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action to interfere with or inaction that is inconsistent with or is intended or could reasonably avoidable and would be expected to interfere with, delay, or impede the acceptance, approval, implementation, or consummation of the Plan Restructuring Transactions or approval of the Restructuring TransactionsSecured Creditor Settlement; (b) take or fail to take any action (except to the extent expressly contemplated by the Plan (or inaction that is inconsistent in the Non-TopCo Plan, as applicable)) if such action or failure to act would cause a change to the tax classification of any material respect with, Company Party or is intended or could would reasonably be expected to frustrate cause, individually or impede approvalin the aggregate, implementation, and consummation a material adverse tax consequence to the Company Parties without the prior written consent of the Restructuring Transactions Required Consenting Unsecured Creditors, unless required by applicable Law or this Agreementaccounting standards; (c) modify the Plan (or the Non-TopCo Plan, as applicable) or any Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in any respect; (d) withdraw or revoke the Plan (or the Non-TopCo Plan, as applicable) or express orally or in writing to any Consenting Creditor its intention not to pursue the Plan (or the Non-TopCo Plan, as applicable) or to delay in any way the pursuit of confirmation of the Plan (or the Non-TopCo Plan, as applicable); (e) file any motion or 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 inconsistent not materially consistent with this Agreement, Agreement (including complying with the consent rights of any Consenting Creditor set forth in Section 3herein as to the form and substance of such motion, pleading, or other Definitive Document), the Plan (or the Non-TopCo Plan, as applicable), or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the material detriment of the Restructuring TransactionsDocuments; (f) commence, support, or join any litigation or adversary proceedings against any Consenting Creditor not otherwise permitted by this Agreement; (g) make or accept any settlement offer in respect of the claims and causes of action asserted by SES Americom, Inc. (or any of its affiliates) in connection with the Chapter 11 Cases without the prior written consent (of the Required Consenting ▇▇▇▇▇▇▇ Crossover Group Members not to be unreasonably withheld; (h) amend or propose to amend its respective certificate or articles of incorporation, conditionedbylaws, or delayedcomparable organizational documents in a manner inconsistent with this Agreement or the Plan (or the Non-TopCo Plan, as applicable); or (i) (i) take any legal positions either supporting or opposing the Allowance or disallowance of any Guarantee Claim or (ii) seek or support approval of any settlement of the Guarantee Claims without the prior written consent of the Required Consenting BrandCo LendersUnsecured Creditors; provided, transfer any asset or right of any Debtor or any material asset or right used in the business of the Debtors to any Entity outside the ordinary course of business; (g) without the consent (not to be unreasonably withheldhowever, conditioned, or delayed) of that the Required Consenting BrandCo Lenders, take HoldCo Creditors shall be deemed to consent to any action or inaction that would cause a change to such settlement at any time after the tax status of any Debtor; or (h) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions (including an Acceptable Alternative Transaction)HoldCo Guarantee Claims have been withdrawn with prejudice.

Negative Commitments. Except as expressly permitted set forth in Section 9.029 or with the prior written consent of the Required Consenting Creditors, during the Agreement Effective Period, each of the Debtors Company Parties shall notnot directly or indirectly, and shall cause each of its direct and indirect their respective subsidiaries to not, directly or indirectlynot to: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action to interfere with or inaction that is inconsistent with or is intended or could reasonably avoidable and would be expected to interfere with, delay, or impede the acceptance, approval, implementation, or consummation of the Plan or the Restructuring Transactions; (b) take or fail to take any action (except to the extent expressly contemplated by the Plan Term Sheet) if such action or inaction that is inconsistent in failure to act would cause a change to the tax classification of any material respect with, Company Party or is intended or could reasonably be expected to frustrate cause, individually or impede approvalin the aggregate, implementation, and consummation a material adverse tax consequence to the Company Parties without the prior written consent of the Restructuring Transactions Required Consenting Creditors, unless required by applicable Law or this Agreementaccounting standards; (c) modify any Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) withdraw or revoke the Plan or publicly announce its intention not to pursue the Plan; (e) file any motion or 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 inconsistent not materially consistent with this Agreement, Agreement (including the consent rights of any Consenting Creditor set forth in Section 3herein as to the form and substance of such motion, pleading, or other Definitive Document), the Plan, or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the material detriment of the Restructuring TransactionsDocuments; (f) without the consent (not to be unreasonably withheldcommence, conditionedsupport, or delayed) of the Required join any litigation or adversary proceedings against any Consenting BrandCo Lenders, transfer any asset or right of any Debtor or any material asset or right used in the business of the Debtors to any Entity outside the ordinary course of business;Creditor; or (g) without the consent (not amend or propose to be unreasonably withheldamend its respective certificate or articles of incorporation, conditionedbylaws, or delayed) of comparable organizational documents in a manner inconsistent with this Agreement or the Required Consenting BrandCo Lenders, take any action or inaction that would cause a change to the tax status of any Debtor; or (h) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders, engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions (including an Acceptable Alternative Transaction)Plan.