Common use of Competing Proposals Clause in Contracts

Competing Proposals. From and after the date hereof until the earlier of the termination of this Agreement and the Effective Date, the Debtors shall immediately (i) cease and cause to be terminated any ongoing solicitation, discussions and negotiations with respect to an Alternative Transaction and (ii) not solicit any inquiries or proposals, or enter into any discussions, negotiations, understandings, arrangements or agreements, relating to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, if the Company receives a proposal (including, for the avoidance of doubt, proposals made by the parties (other than the Company) to the Original Commitment Agreement) not solicited by the Company or any of its affiliates in violation of this Section 5(m) and the board of directors of the Company acting in good faith, reasonably believes, after consulting with legal counsel, that the following actions are necessary either to comply with its fiduciary duties under applicable Law, then the Company may, in response to such proposal: (i) furnish information concerning the business to the party making such proposal (and to such party’s representatives); (ii) participate in discussions and negotiations with such party (and with such party’s representatives) regarding such proposal or enter into understandings, arrangements or agreements with respect to such proposal, and (iii) take any other actions necessary to satisfy such duties; provided, that (A) the Company may only provide to the party making such proposal (and to such party’s advisors and representatives) access to no more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives, it being understood that the Company may provide to such party and its advisors and representative access to more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives so long as the Company provides such information to the Backstop Purchasers or their advisors and representatives within 24 hours of providing such information to such party, (B) the Company may only engage in discussions with the party making such proposal (and to such party’s representatives) subject to the requirement that the Company shall have first received an executed confidentiality agreement that is no more favorable to such party than the confidentiality agreement to which the Backstop Purchasers were subject prior to entering into this Agreement, (C) the Company shall provide the Backstop Purchasers with notice of such proposal as soon as practicable (and in no event less than 24 hours after receipt thereof) including the material terms of the proposal and the Company shall keep the Backstop Purchasers reasonably informed of such discussions and negotiations and (D) the Company shall negotiate with the Backstop Purchasers in good faith (to the extent that the Backstop Purchasers so desire) with respect to any changes proposed by the Backstop Purchasers to the terms of this Agreement.

Competing Proposals. From and after the date hereof until the earlier of the termination of (a) Except as contemplated by this Agreement and the Effective DateAgreement, the Debtors shall immediately Partnership will not, and it will cause its Representatives (including the Conflicts Committee) not to, directly or indirectly, (i) cease and cause to be terminated solicit the submission of any ongoing solicitation, discussions and negotiations with respect to an Alternative Transaction and (ii) not solicit any inquiries or proposalsCompeting Proposal, or enter into any discussions, negotiations, understandings, arrangements or agreements, relating to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, if the Company receives a proposal (including, for the avoidance of doubt, proposals made by the parties (other than the Company) to the Original Commitment Agreement) not solicited by the Company or any of its affiliates in violation of this Section 5(m) and the board of directors of the Company acting in good faith, reasonably believes, after consulting with legal counsel, that the following actions are necessary either to comply with its fiduciary duties under applicable Law, then the Company may, in response to such proposal: (i) furnish information concerning the business to the party making such proposal (and to such party’s representatives); (ii) participate in any discussions and or negotiations with such party (and with such party’s representatives) regarding such proposal regarding, or enter into understandings, arrangements or agreements furnish to any Person any non-public information with respect to, any Competing Proposal. Subject to the limitations in Section 7.7(b), nothing contained in this Agreement will prohibit the Partnership (or the Conflicts Committee) from furnishing any information to, or entering into or participating in discussions or negotiations with, any Person that makes an unsolicited written Competing Proposal which did not result from a breach of this Section 7.7 (a “Receiving Party”) if the Board or the Conflicts Committee determines, after consultation with its outside legal advisors and financial consultants, that such proposalCompeting Proposal could possibly lead to a Change in Recommendation. (b) The Partnership (including the Conflicts Committee) will not provide any Receiving Party with any non-public information or data pertaining to the Partnership or any of its assets (the “Non-Public Information”) unless (i) the Partnership has complied with all of its obligations under this Section 7.7, (ii) the Board or the Conflicts Committee determines, after consultation with its outside legal advisors and financial consultants that the provision of such Non-Public Information to the Receiving Party could possibly lead to a Change in Recommendation, and (iii) take any other actions necessary to satisfy such duties; provided, that the Partnership has first (A) required the Company may only provide Receiving Party to execute and deliver a confidentiality agreement with terms deemed reasonable in good faith by the Conflicts Committee, (B) furnished a copy of such confidentiality agreement to the party making NGP Parties and (C) notified the NGP Parties of the identity of such proposal (and Receiving Party. The Partnership will promptly provide or make available to such party’s advisors and representatives) access the NGP Parties any non-public information concerning the Partnership or any of its assets that is provided or made available to no more information regarding the business than that any Receiving Party pursuant to this Section 7.7 which was not previously provided or made available to the Backstop Purchasers or their advisors and representativesNGP Parties. (c) The Parties acknowledge that, it being understood that while the Company may provide Conflicts Committee has been delegated the authority to such party and its advisors and representative access to more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives so long as the Company provides such information to the Backstop Purchasers or their advisors and representatives within 24 hours of providing such information to such party, (B) the Company may only engage effect a Change in discussions with the party making such proposal (Recommendation and to such party’s representatives) subject terminate this Agreement pursuant to Section 10.1(e), the requirement that Conflicts Committee has not been delegated the Company shall have first received an executed confidentiality agreement that is no more favorable authority to such party than the confidentiality agreement to which the Backstop Purchasers were subject prior to entering into this Agreement, (C) the Company shall provide the Backstop Purchasers with notice of such proposal as soon as practicable (and in no event less than 24 hours after receipt thereof) including the material terms of the proposal and the Company shall keep the Backstop Purchasers reasonably informed of such discussions and negotiations and (D) the Company shall negotiate with the Backstop Purchasers in good faith (to the extent that the Backstop Purchasers so desire) with respect to any changes proposed approve execution or delivery by the Backstop Purchasers to the terms Partnership of this Agreementany agreement constituting a Competing Proposal.