Common use of Agreement Motion and Agreement Order Clause in Contracts

Agreement Motion and Agreement Order. On the Petition Date, the Debtors shall file a motion and supporting papers (the “Agreement Motion”) seeking an order of the Bankruptcy Court which, for the avoidance of doubt, may be the same order as the Confirmation Order, in form and substance acceptable to each of the Commitment Parties, approving the Debtors’ execution and delivery of this Agreement , the Debtors’ assumption of this Agreement pursuant to Section 365 of the Bankruptcy Code, and the consummation of the transactions contemplated hereby and thereby (the “Agreement Order”), including the Rights Offering, the Rights Offering Procedures, and the payment by the Debtors of the Put Option Premium and the Transaction Expenses on the terms set forth herein and therein, and the indemnification provisions in favor of the Indemnified Parties set forth herein and therein; provided, that the signature pages, exhibits and schedules to any copy of this Agreement that is filed with the Bankruptcy Court shall, subject to Bankruptcy Court approval, be subject to redaction as the Commitment Parties determine to be reasonably necessary and appropriate, including redacting the names of the Commitment Parties, the Backstop Commitment and the Backstop Commitment Percentage of each Backstop Commitment Party and the Equity Commitment Percentage of each Equity Commitment Party; provided, further, however, the Debtors shall be permitted, subject to Section 12.13, to disclose unredacted signature pages, exhibits and schedules of this Agreement to the extent required by the Bankruptcy Court, but with respect to any Backstop Commitment Percentages, Equity Commitment Percentages and Commitment amounts, the Debtors shall use reasonable best efforts to limit any such disclosure to filing such information under seal with the Bankruptcy Court or otherwise providing for it to be disclosed in a manner that does not result in its becoming publicly available. The Debtors shall provide drafts of the Agreement Motion to the Commitment Parties for their review and comment at least five (5) days prior to the Petition Date. The Debtors agree that they shall use their commercially reasonable efforts to (a) obtain a waiver of Bankruptcy Rule 6004(h) and request that the Agreement Order be effective immediately upon its entry by the Bankruptcy Court, which Agreement Order shall not be revised, modified, or amended by the Confirmation Order or any other further order of the Bankruptcy Court, (b) fully support the Agreement Motion and any application seeking Bankruptcy Court approval and authorization to pay the fees and expenses under this Agreement, including the Transaction Expenses, as an administrative expense of the Debtors’ estates, and (c) obtain approval of the Agreement Order, which, for the avoidance of doubt, may be the same order as the Confirmation Order, as soon as practicable after the Petition Date.

Agreement Motion and Agreement Order. On Prior to or concurrently with the Petition Datefiling by the Debtors of a motion seeking entry of the Disclosure Statement Order (the “Disclosure Statement Motion”), the Debtors shall file a motion and supporting papers (the “Agreement Motion”) seeking an order of the Bankruptcy Court which, for the avoidance of doubt, may be the same order as the Confirmation OrderCourt, in form and substance acceptable to each of the Commitment PartiesBackstop Equity Investors, approving the Debtors’ execution and delivery of this Agreement , the Debtors’ assumption of this Agreement pursuant to Section 365 of the Bankruptcy Code, and the consummation of the transactions contemplated hereby and thereby (the “Agreement Order”), including the Rights Offeringwithout limitation, the Rights Offering Procedures, and the payment by the Debtors of the Put Option Premium and Backstop Commitment Fee, the Transaction Expenses on the terms set forth herein and therein, therein and the indemnification provisions in favor of the Indemnified Parties set forth herein and therein; provided, that the signature pages, exhibits and schedules to any copy of this Agreement and/or the Commitment Letter that is filed with the Bankruptcy Court shall, subject to Bankruptcy Court approval, be subject to redaction as the Commitment Parties Backstop Equity Investors determine to be reasonably necessary and appropriate, including including, without limitation, redacting the names of the Commitment Parties, the Backstop Commitment Equity Investors and the Backstop Total Commitment Percentage of each Backstop Commitment Party and the Equity Commitment Percentage of each Equity Commitment Party; provided, further, however, the Debtors shall be permitted, subject to Section 12.13, to disclose unredacted signature pages, exhibits and schedules of this Agreement to the extent required by the Bankruptcy Court, but with respect to any Backstop Commitment Percentages, Equity Commitment Percentages and Commitment amounts, the Debtors shall use reasonable best efforts to limit any such disclosure to filing such information under seal with the Bankruptcy Court or otherwise providing for it to be disclosed in a manner that does not result in its becoming publicly available. The Debtors shall provide drafts of the Agreement Motion to the Commitment Parties for their review and comment at least five (5) days prior to the Petition DateInvestor. The Debtors agree that they shall use their commercially reasonable efforts to (a) obtain a waiver of Bankruptcy Rule 6004(h) and request that the Agreement Order be effective immediately upon its entry by the Bankruptcy Court, which Agreement Order shall not be revised, modified, modified or amended by the Confirmation Order or any other further order of the Bankruptcy Court, (b) fully support the Agreement Motion and any application seeking Bankruptcy Court approval and authorization to pay the fees and expenses under this AgreementAgreement and/or the Commitment Letter, including the Transaction ExpensesExpenses and the Backstop Commitment Fee, as an administrative expense of the Debtors’ estates, estates and (c) obtain approval of the Agreement Order, which, for the avoidance of doubt, may be the same order as the Confirmation Order, Order as soon as practicable after the Petition Date. The Debtors may, and shall be permitted to, (i) file the Agreement Motion as part of, and include the Agreement Motion directly in, the Disclosure Statement Motion and (ii) seek to have the Agreement Order be part of, and be included directly in, the Disclosure Statement Order, and, in any such case of clause (i) or clause (ii), all provisions of this Agreement that apply to the Agreement Motion or the Agreement Order shall be deemed to apply to the Disclosure Statement Motion or the Disclosure Statement Order, respectively.

Agreement Motion and Agreement Order. On No later than eight (8) days after the Petition Date, the Debtors shall file a motion and supporting papers (the “Agreement Motion”) seeking an order of the Bankruptcy Court which, for the avoidance of doubt, may be the same order as the Confirmation OrderCourt, in form and substance reasonably acceptable to each of the Commitment PartiesRequisite Backstop Providers, approving the Debtors’ execution and delivery of this Agreement , the Debtors’ assumption of this Agreement pursuant to Section 365 of the Bankruptcy CodeAgreement, and the consummation of the transactions contemplated hereby and thereby (the “Agreement Order”), including the Rights Offeringwithout limitation, the Rights Offering Procedures, and the payment issuance by the Debtors of the Put Option Premium Commitment Fee Shares, and the payment of the Break-Up Fee and the Transaction Expenses on the terms set forth herein and thereinherein, and the indemnification provisions in favor of the Indemnified Parties set forth herein and thereinherein; provided, that the signature pages, exhibits and schedules to any copy copies of this Agreement that is are filed with the Bankruptcy Court shall, subject shall be redacted so as not to Bankruptcy Court approval, be subject to redaction as disclose the Commitment Parties determine to be reasonably necessary and appropriate, including redacting the names of the Commitment PartiesBackstop Pro Rata Amounts, the Backstop Commitment Oversubscription Amounts, and the Backstop Commitment Percentage Amount of each Backstop Commitment Party and the Equity Commitment Percentage of each Equity Commitment Party; provided, further, however, the Debtors shall be permitted, subject to Section 12.13, to disclose unredacted signature pages, exhibits and schedules of this Agreement to the extent required by the Bankruptcy Court, but with respect to any Backstop Commitment Percentages, Equity Commitment Percentages and Commitment amounts, the Debtors shall use reasonable best efforts to limit any such disclosure to filing such information under seal with the Bankruptcy Court or otherwise providing for it to be disclosed in a manner that does not result in its becoming publicly available. The Debtors shall provide drafts of the Agreement Motion to the Commitment Parties for their review and comment at least five (5) days prior to the Petition DateProvider. The Debtors agree that they shall use their commercially reasonable efforts to (a) obtain a waiver of Bankruptcy Rule 6004(h) and request that the Agreement Order be effective immediately upon its entry by the Bankruptcy Court, which Agreement Order shall not be revised, modified, or amended by the Confirmation Order or any other further order of the Bankruptcy Court, (b) fully support the Agreement Motion and any application seeking Bankruptcy Court approval and authorization to pay the fees and expenses under this Agreement, including the Transaction Expenses, the Commitment Fee Shares and the Break-Up Fee, as an administrative expense of the Debtors’ estates, and (cb) obtain approval entry of the Agreement Order, which, for the avoidance of doubt, may be the same order as the Confirmation Order, Order as soon as practicable after the Petition Date, in any event no later than thirty-five (35) days after the Petition Date. In addition, no later than eight (8) days after the Petition Date, the Company shall file a motion with the Bankruptcy Court seeking approval for certain procedures related to the pre-screening of Accredited Investors for purposes of the Rights Offering (the “Procedures Motion”), which motion, proposed form of order and related procedures shall each be in form and substance reasonably satisfactory to the Requisite Backstop Providers, and exercise commercially reasonable efforts to obtain a Final Order of the Bankruptcy Court approving the Procedures Motion no later than thirty-five (35) days after the Petition Date.

Agreement Motion and Agreement Order. On the Petition Date, the Debtors Aquilex Parties shall file a motion and supporting papers (the “Agreement Motion”) Motion seeking an order of the Bankruptcy Court whichAgreement Order, for the avoidance of doubt, may be the same order as the Confirmation Orderin each case, in form and substance reasonably acceptable to each of the Commitment PartiesRequired Backstop Interest, approving the Debtors’ execution and delivery of this Agreement , the Debtors’ assumption of this Agreement pursuant to Section 365 of by the Bankruptcy CodeAquilex Parties that are debtors in the Chapter 11 Cases, and the consummation of the transactions contemplated hereby and thereby (the “Agreement Order”)Contemplated Transactions, including the Rights Offering, the Rights Offering Procedures, and the payment by the Debtors Aquilex Parties of the Put Option Premium Backstop Commitment Fee and the Transaction Expenses on the terms set forth herein and thereinherein, and the indemnification provisions in favor of the Indemnified Parties set forth herein and thereinherein; provided, provided that the signature pages, exhibits and schedules to any copy of this Agreement that is filed with the Bankruptcy Court shall, subject to Bankruptcy Court approval, be subject to redaction as the Commitment Backstop Parties determine to be reasonably necessary and appropriate, including redacting the names of the Backstop Parties and the Total Commitment Parties, the Backstop Commitment Percentage and the Backstop Commitment Percentage Investment Amount of each Backstop Commitment Party and the Equity Commitment Percentage of each Equity Commitment Party; provided, further, however, the Debtors shall be permitted, subject to Section 12.13, to disclose unredacted signature pages, exhibits and schedules of this Agreement to the extent required by the Bankruptcy Court, but with respect to any Backstop Commitment Percentages, Equity Commitment Percentages and Commitment amounts, the Debtors shall use reasonable best efforts to limit any such disclosure to filing such information under seal with the Bankruptcy Court or otherwise providing for it to be disclosed in a manner that does not result in its becoming publicly available. The Debtors shall provide drafts of the Agreement Motion to the Commitment Aquilex Parties for their review and comment at least five (5) days prior to the Petition Date. The Debtors agree that they shall use their commercially reasonable efforts to (a) obtain a waiver of Bankruptcy Rule 6004(h) and request that the Agreement Order be effective immediately upon its entry by the Bankruptcy Court, which Agreement Order shall not be revised, modified, modified or amended by the Confirmation Order or any other further order of the Bankruptcy Court, (b) fully support the Agreement Motion and any application seeking Bankruptcy Court approval and authorization to pay the fees and expenses under this Agreement, including the Transaction ExpensesExpenses and the Backstop Commitment Fee, as an administrative expense of the DebtorsAquilex Parties’ estates, and (c) obtain approval of the Agreement Order, which, for Order on the avoidance of doubt, may be the same order as the Confirmation Order, Petition Date or as soon as practicable after the Petition Datethereafter.