Agreement to Support Clause Samples
The Agreement to Support clause establishes a party's obligation to provide assistance, resources, or services as specified in the contract. In practice, this may require one party to offer technical support, training, or ongoing maintenance to the other party throughout the duration of the agreement. This clause ensures that the receiving party has access to necessary support, thereby facilitating smooth operation and addressing issues that may arise during the contractual relationship.
Agreement to Support. During the Commitment and TSA Support Period, CRB agrees, subject to the terms and conditions hereof (including, for the avoidance of doubt, the termination rights under Section 6), to use commercially reasonable efforts to:
(i) support the Transaction, to act in good faith and to timely (in no event later than the Outside Closing Date) take any and all actions reasonably necessary to consummate the Transaction in a manner consistent with this Agreement;
(ii) not direct any Person to take any action inconsistent with CRB’s obligations under this Agreement, and, if such Person, at the direction of CRB in breach of this Agreement, takes any action inconsistent with CRB’s obligations under this Agreement, CRB shall direct such Person to cease, withdraw, and refrain from taking any such action;
(iii) negotiate in good faith the Definitive Documents and, to the extent applicable, execute the Definitive Documents;
(iv) not directly or indirectly, through any Person, take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Transaction;
(v) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRB);
(vi) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize CRB’s or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet, provided that it is not a breach of this Section 3(b)(vi) if CRB concludes in good faith that the concessions or adjustments required to obtain such approvals, consents, waivers, and documents are not acceptable1; and
(vii) support and take all actions reasonably necessary or reasonably requested by the Company to confirm CRB’s support for, and facilitate the consummation of the Transaction (to the extent not prohibited by law or regulation applicable to CRB or requiring a material concession by CRB or adjustment of the Transaction). 1 Any required regulatory approval will not happen until the Closing Date.
Agreement to Support. During the Support Period, subject to the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, that it shall:
(i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreement;
(ii) whether pursuant to the Out-of-Court Restructuring or pursuant to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to the treatment of its Claims contemplated in the Term Sheet, in both the Out-of- Court Restructuring and, subject to section 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of (or could not reasonably be expected to) hindering, delaying, or preventing the consummation of the transactions contemplated in, subject to the terms and conditions of, consummation of the Restructuring; or (D) impair or...
Agreement to Support. (i) Subject to the Supporting Public Entity Consent Right and the terms and conditions of this Agreement, unless compliance is waived in writing by the Company, the Supporting Public Entity agrees that, as long as the Debtor Plan is consistent with this Agreement, the Supporting Public Entity shall use all reasonable efforts during the Plan Support Period to support the Debtor Plan with respect to the Debtor’s Plan Treatment of the Wildfire Claims, in accordance with the terms set forth herein, and to act in good faith to consummate the Plan Treatment with respect to the Supporting Public Entity’s Wildfire Claims in a timely manner.
(ii) Subject to the Supporting Public Entity Consent Right and the terms and conditions of this Agreement, unless compliance is waived in writing by the Company, the Supporting Public Entity agrees that the Settlement Payment is reasonable and sufficient in order to liquidate, settle and resolve all of the Supporting Public Entity’s Wildfire Claims against the Company including those alleged in the Operative Complaints and that it will not object to any Debtor Plan or any other plan on the grounds that the Settlement Payment is unreasonable or insufficient in any way. The Supporting Public Entity also agrees that it will not support any plan that provides for any different recovery from the Settlement Payment, unless this Agreement has been terminated pursuant to the terms hereof.
(iii) Subject to the Supporting Public Entity Consent Right and the terms and conditions of this Agreement, the Supporting Public Entity agrees to the Plan Treatment of its Wildfire Claims and, if the Debtor Plan is confirmed by the Bankruptcy Court, to take reasonable actions necessary to consummate the Debtor Plan with respect to the Plan Treatment of the Wildfire Claims.
(iv) Subject to the Supporting Public Entity Consent Right and the terms and conditions of this Agreement, the Supporting Public Entity agrees that it shall not directly or indirectly, or encourage any other entity to directly or indirectly to: (A) object to, delay, impede, or take any other action or any inaction to interfere with the acceptance, implementation, consummation, or amendment (whether before or after confirmation) of the Plan Treatment of the Supporting Public Entity’s Wildfire Claims in the Debtor Plan, provided that in the case of an amendment, to the extent required by the terms of this Agreement, the Company has obtained the consent of the Supporting Public Entity...
Agreement to Support. The County and the Union shall develop and distribute literature to represented employees that will publicize and explain the VTO program. The County and participating employee organizations may make joint presentations concerning the VTO program. The County and the Union will jointly design a mutually acceptable pledge form that will include space for the department head to explain the denial of a request for VTO.
Agreement to Support. (a) Contemporaneously with the execution and delivery of this Agreement. CEQP and CGS GP have executed and delivered a Support Agreement.
(b) Each of CEQP and CGS GP hereby covenant and agree that, except for the Support Agreement to which it is a party it (a) has not entered into, and shall not enter into at any time while this Section 6.3 remains in effect, any voting agreement or voting trust with respect to its Existing Units and (b) has not granted, and shall not grant at any time while this covenant remains in effect, a proxy, consent or power of attorney with respect to its Existing Units.
(c) This Section 6.3 shall remain in effect until the earliest to occur of (i) the Effective Time, (ii) a Midstream Change in Recommendation, (iii) the termination of this Agreement in accordance with its terms and (iv) the written agreement of Midstream and CEQP to terminate this Section 6.3. After the occurrence of such applicable event, this Section 6.3 shall terminate and be of no further force and effect.
Agreement to Support. Contemporaneously with the execution and delivery of this Agreement, TE has executed and delivered the Support Agreement.
Agreement to Support. Subject to the terms and conditions hereof and for so long as this Agreement has not been terminated in accordance with the terms hereof, each of the Parties, as applicable, agrees to comply with the following covenants:
Agreement to Support. As long as this RSA has not been terminated in accordance with the terms of Section 6 hereof and the Company pursues the Restructuring that is consistent in all material respects with the Plan and is in form and substance reasonably satisfactory to counsel to the Ad Hoc Group, each of the Consenting Senior Noteholders agrees that it shall:
(a) vote its Senior Notes claims (“Senior Notes Claims”) (inclusive of any claims acquired pursuant to Section 3.03 hereof) to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of any solicitation in accordance with section 1126(b) of the Bankruptcy Code and its actual receipt of Solicitation Materials (as defined herein) and a ballot;
Agreement to Support. 1.1. We agree to support the Software stated in the proposal as being subject to a support agreement subject to the General Terms and these terms and conditions (“the support agreement”)
Agreement to Support a. During the Term, Mont Strategies agrees to favorably consider making funds available to the Company to be advanced at the discretion of Mont Strategies following written requests of the Company (i) stating the amount of the request and (ii) accompanied by supporting documentation showing the basis for the amount of the request and the projected uses for the funds requested. The supporting documentation required by Mont Strategies shall be in the discretion of Mont Strategies.
b. The advancement of each loan under this Agreement, if any, shall be made at the sole discretion of Mont Strategies. Nothing in this Agreement constitutes an obligation of Mont Strategies to fund a loan to the Company.
c. All loans advanced hereunder shall be made pursuant to a demand note and shall be unsecured. Such demand notes shall be pre-payable by the Company at any time and bear interest at four percent (4%) per annum.
d. All funds advanced hereunder shall be paid in lawful money of the United States of America or Canada.