Common use of Additional Bankruptcy Matters Clause in Contracts

Additional Bankruptcy Matters. (a) From and after the date of this Agreement and until the Closing Date (or any earlier date from and after any deadline for other potential purchasers to submit bids for the Purchased Assets if this Agreement is determined not to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order), to the extent reasonably practicable, Seller will deliver to Purchaser drafts of any and all material pleadings, motions, notices, statements, applications, schedules, reports and other papers to be filed or submitted by Seller in connection with this Agreement for Purchaser’s prior review. Seller will make reasonable efforts to consult and cooperate with Purchaser regarding (i) any such pleadings, motions, notices, statements, applications, schedules, reports or other papers, (ii) any discovery taken in connection with the motions seeking approval of the Bidding Procedures Order or Approval Order (including, without limitation, any depositions) and (iii) any hearing relating to the Bidding Procedures Order or Approval Order, including, without limitation, the submission of any evidence, including witnesses testimony, in connection with such hearing. (b) Seller acknowledges and agrees, and the Approval Order will provide that, on the Closing Date and concurrently with the Closing, all then existing or thereafter arising obligations, liabilities and Lien on, against or created by Seller or its bankruptcy estate, shall be fully released from and with respect to the Purchased Assets, which will be transferred to Purchaser free and clear of all obligations, liabilities and Liens except for Assumed Liabilities and Permitted Exceptions.

Additional Bankruptcy Matters. (ai) The Parties shall reasonably cooperate with each other in obtaining the entry of the Settlement and Sale Order, the Settlement and Purchase Order, and any other order of the Seller Bankruptcy Court or Purchaser Bankruptcy Court, as applicable, that is reasonably necessary in connection with the Transactions, including furnishing affidavits, non-confidential financial information, or other documents or information for filing with the Seller Bankruptcy Court or Purchaser Bankruptcy Court, as applicable, and making such advisors and other representatives of such Party available to testify before the Seller Bankruptcy Court or Purchaser Bankruptcy Court. (ii) Each Party shall appear formally or informally in the Seller Bankruptcy Court or Purchaser Bankruptcy Court, as applicable, if reasonably requested by the other Party or required by such court in connection with the Transactions and keep the other reasonably apprised of the status of material matters related to this Agreement, including, upon reasonable request, promptly furnishing the other with copies of notices or other communications received by such Party or any of its Affiliates or representatives from any such court or any third party and/or any governmental authority with respect to the Transactions. (iii) From and after the date of this Agreement and Effective Date until the Closing Date (or any earlier date from Closing, each Party shall provide drafts as is reasonably practical to the other Party and after any deadline for other potential purchasers to submit bids for the Purchased Assets if this Agreement is determined not to be the “highest or otherwise best offer” in accordance consult with the Bidding Procedures Order), to the extent reasonably practicable, Seller will deliver to Purchaser drafts of other Party regarding (A) any and all material pleadings, motions, notices, statements, applications, schedules, reports and reports, or other papers to be filed or submitted by Seller such Party in connection with or related to this Agreement for Purchaser’s prior review. Seller will make reasonable efforts to consult and cooperate with Purchaser regarding (i) any such pleadings, motions, notices, statements, applications, schedules, reports or other papersAgreement, (iiB) any discovery taken in connection with the motions seeking approval of the Bidding Procedures Settlement and Sale Order or Approval Order Settlement and Purchase Order, as applicable (including, without limitation, including any depositions) ), and (iiiC) any hearing relating to the Bidding Procedures Settlement and Sale Order or Approval Settlement and Purchase Order, includingas applicable, without limitation, including the submission of any evidence, including witnesses testimony, in connection with such hearing. (biv) Seller acknowledges and agrees, and the Approval Settlement and Sale Order will shall provide that, on the Closing Date and concurrently with the Closing, all then existing or thereafter arising obligations, liabilities and Lien onEncumbrances of, against or created by Seller or any of its Affiliates or their bankruptcy estate, to the fullest extent permitted by Section 363(f) of the Bankruptcy Code, shall be fully released from and with respect to the Purchased Assets, which will except, solely in the case of the Property, for Permitted Title Exceptions (and deemed Permitted Title Exceptions). On the Closing Date, the Purchased Assets shall be transferred to Purchaser free and clear of all obligations, liabilities and Liens except Encumbrances, except, solely in the case of the Property, for Assumed Liabilities Permitted Title Exceptions (and deemed Permitted Title Exceptions), to the fullest extent permitted by Section 363(f) of the Bankruptcy Code.

Additional Bankruptcy Matters. (a) From and after the date of this Agreement and until the Closing Date (or any earlier date from and after any deadline for other potential purchasers to submit bids for the Purchased Assets if Bid Deadline when this Agreement is shall be determined not to be the “highest or otherwise best offer” in accordance with the Bidding Sale Procedures Order), to the extent reasonably practicable, subject to and in accordance with Section 7.3(h), Seller will shall make reasonable efforts to deliver to Purchaser Buyer drafts of any and all material pleadings, motions, notices, statements, applications, schedules, reports and other papers to be filed or submitted by Seller in connection with this Agreement for PurchaserBuyer’s prior review. Seller will shall make reasonable efforts to consult and cooperate with Purchaser Buyer regarding (i) any such pleadings, motions, notices, statements, applications, schedules, reports or other papers, (ii) any discovery taken in connection with the motions seeking approval of the Bidding Sale Procedures Order or Approval the Sale Order (including, without limitation, any depositions) and (iii) any hearing relating to the Bidding Sale Procedures Order or Approval Sale Order, including, without limitation, the submission of any evidence, including witnesses testimony, in connection with such hearing. (b) Seller acknowledges and agrees, and the Approval Sale Order will shall provide that, on the Closing Date and concurrently with the Closing, all then existing or thereafter arising obligations, liabilities and Lien onEncumbrances of, against or created by Seller or its bankruptcy estate, shall be fully released from and with respect to the Purchased Acquired Assets, which will shall be transferred to Purchaser Buyer free and clear of all obligations, liabilities and Liens Encumbrances except for Assumed Liabilities and Permitted ExceptionsEncumbrances. (c) As soon as reasonably practicable following the Closing, Seller shall discontinue the use of the name “Guardian Medical Logistics,” “GML,” or any combination thereof and shall not subsequently change its name to or otherwise use or employ any name which includes the words “Guardian Medical Logistics,” “GML,” or any combination thereof without the prior consent of Buyer. From and after the Closing, Seller covenants and agrees not to use or otherwise employ any of the trade names, corporate names, “d/b/a” names or any xxxx that is confusingly similar to the Acquired Intellectual Property.