Common use of Approval Order Clause in Contracts

Approval Order. Prior to the Closing, and subject to the provisions of this Agreement, including the provisions of Section 8, Sellers and Purchaser shall use their reasonable best efforts to obtain entry of the Approval Order (which shall contain, but may not be limited to, the provisions contained below) by the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy Code. Sellers and Purchaser agree to use their reasonable best efforts to cause the Bankruptcy Court to enter an Approval Order which contains, among other provisions reasonably requested by Purchaser, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of Law to be made by the Bankruptcy Court as part of the Approval Order): (i) the transfers of the Acquired Assets and the Designated Entities by Sellers to Purchaser (A) are or will be legal, valid and effective transfers of the Acquired Assets and the Designated Entities, (B) vest or will vest Purchaser with all right, title and interest of Sellers in and to the Acquired Assets and the Designated Entities free and clear of all Liens and Claims (as defined in Section 101(5) of the Bankruptcy Code) pursuant to Section 363(f) of the Bankruptcy Code (other than Liens created by Purchaser) whatsoever known or unknown, fixed, liquidated, contingent or otherwise, including, but not limited to, any of Sellers’ creditors, vendors, suppliers, employees or lessors specifically naming Sellers’ vendor, Cantor Xxxxxxxxxx Securities, and any other person that is the holder of one of the Claims (collectively “Claimants”) and that neither Purchaser nor Purchaser’s Designees shall be liable in any way (as successor entity or otherwise) for any Claims that any of the Claimants or any other third party may have against any of the Sellers, the business of Sellers and the Acquired Business and the Designated Entities and permanently enjoins and restrains the assertion and prosecution of any Claims by Claimants or any other third party against Purchaser, Purchaser’s affiliates, and/or Purchaser’s Designees and the ownership, use and operation of the Acquired Business, other than claims on the account of Assumed Liabilities; and (C) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code, the Laws of the State of New York and the State of Missouri and all other applicable State laws, including those relating to fraudulent conveyance and fraudulent transfers; (ii) all amounts to be paid to Purchaser pursuant to this Agreement, including (x) any payments with respect to working capital adjustments pursuant to Section 2.3, (y) any payments for post-closing services pursuant to Section 7.13, and (z) any termination payments pursuant to Section 8.2 shall constitute administrative expenses under Sections 503(b) and 507(a)(1) of the Bankruptcy Code, and shall be immediately payable if and when they arise under this Agreement without any further order of the Bankruptcy Court, provided that Sellers shall have the right to reasonably contest the amount of such asserted claims; (iii) all Persons are enjoined from taking any action against Purchaser, Purchaser’s affiliates (as they existed immediately prior to the Closing), Purchaser’s Designees or Sellers to recover any claim which such Person has solely against Sellers or any of Sellers’ affiliates (as they existed immediately following the Closing); (iv) the Bankruptcy Court retains exclusive jurisdiction to interpret, construe and enforce the provisions of this Agreement and the Approval Order in all respects, provided that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this clause (iv) or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter; (v) the provisions of the Approval Order are nonseverable and mutually dependent; (vi) the transactions contemplated by this Agreement are undertaken by Purchaser and Sellers at arm’s length, without collusion and in good faith within the meaning of Section 363(m) of the Bankruptcy Code, and such Parties are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) a determination that not selling the Acquired Assets and Designated Entities free and clear of Liens and Claims would impact adversely on Sellers’ bankruptcy estates; (viii) a determination that a sale of the Acquired Assets and Designated Entities other than one free and clear of Liens and Claims would be of substantially less benefit to the estate of Sellers; (ix) Sellers may assign and transfer to Purchaser or Purchaser’s Designees all of Sellers’ right, title and interest (including common law rights) to all of their intangible property included in the Acquired Assets; (x) provides for the retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and Purchaser, and further to hear and determine any and all disputes between Sellers and/or Purchaser, as the case may be, and any non-Sellers party to, among other things, any Designated Contracts, concerning inter alia, Sellers’ assignment thereof to Purchaser or Purchaser’s Designees under this Agreement and any non-Seller’s claims arising under any agreements relating to Excluded Liabilities; (xi) provides that the sale is deemed to be part of a plan pursuant to Section 1146(c) of the Bankruptcy Code and provides for the exemption of the transactions contemplated herein from transfer, stamp, use and certain other taxes, and provides for the waiver of so-called “bulk-sale” laws in all necessary jurisdictions; (xii) provides that any stay of orders authorizing the use, sale or lease of property as provided for in Fed. R. Bankr. Proc. 6004(g) shall not apply to the Approval Order and that the Approval Order is immediately effective and enforceable; (xiii) provides that the Purchaser will not have any successor or transferee liability for liabilities of the Sellers (whether under federal or State law or otherwise) as a result of the sale of the Acquired Assets and Designated Entities; and (xiv) provides that Purchaser shall not assume liabilities of Sellers other than the Assumed Liabilities and the Cure Costs pursuant to Section 2.5; 31

Approval Order. Prior Seller shall obtain the entry by the Bankruptcy Court of a final, non-appealable order (the “Approval Order”) in form and substance reasonably satisfactory to Buyer and its counsel and Seller and its counsel which shall, among other things, (a) determine that (i) this Agreement was entered into by Buyer (or the Closingsuccessful bidder at the Auction) and Seller in good faith and represents the highest and best offer for the Purchased Assets and should be approved, and subject to (ii) Buyer (or the provisions successful bidder at the Auction) is a good faith purchaser under Section 363(m) of this Agreement, including the Bankruptcy Code and that the provisions of Section 8, Sellers and Purchaser shall use their reasonable best efforts to obtain entry 363(n) of the Approval Order Bankruptcy Code have not been violated; (which shall contain, but may not be limited to, b) authorize and direct Seller to sell the provisions contained belowPurchased Assets to Buyer (or the successful bidder at the Auction) by the Bankruptcy Court pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code. Sellers and Purchaser agree to use their reasonable best efforts to cause the Bankruptcy Court to enter an Approval Order which contains, among other provisions reasonably requested by Purchaser, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of Law to be made by the Bankruptcy Court as part of the Approval Order): (i) the transfers of the Acquired Assets and the Designated Entities by Sellers to Purchaser (A) are or will be legal, valid and effective transfers of the Acquired Assets and the Designated Entities, (B) vest or will vest Purchaser with all right, title and interest of Sellers in and to the Acquired Assets and the Designated Entities free and clear of all Liens Liabilities and Claims Encumbrances (as defined including any and all “interests” in Section 101(5) the Purchased Assets within the meaning of the Bankruptcy Code) pursuant to Section 363(f) of the Bankruptcy Code Code); (other than Liens created by Purchaserc) whatsoever known authorize and direct Seller to execute, deliver, perform under, consummate and implement, the documents necessary to carry out the Transactions contemplated hereby, together with all additional instruments and documents that may be reasonably necessary or unknown, fixed, liquidated, contingent desirable to implement the foregoing; (d) provide that Buyer (or otherwise, including, but the successful bidder at the Auction) will not limited to, any of Sellers’ creditors, vendors, suppliers, employees assume or lessors specifically naming Sellers’ vendor, Cantor Xxxxxxxxxx Securities, and any other person that is the holder of one of the Claims (collectively “Claimants”) and that neither Purchaser nor Purchaser’s Designees shall be liable in any way (as successor entity or otherwise) for any Claims that any Liabilities of the Claimants or any other third party may have against any of the Sellers, the business of Sellers and the Acquired Business and the Designated Entities and permanently enjoins and restrains the assertion and prosecution of any Claims by Claimants or any other third party against Purchaser, Purchaser’s affiliates, and/or Purchaser’s Designees and the ownership, use and operation of the Acquired BusinessSeller, other than claims on those expressly assumed by Buyer (or the account of Assumed Liabilities; and (Csuccessful bidder at the Auction) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code, the Laws of the State of New York and the State of Missouri and all other applicable State laws, including those relating pursuant to fraudulent conveyance and fraudulent transfersthis Agreement; (iie) all amounts to be paid to Purchaser permanently enjoin each and every holder of a Liability or claim against Seller, other than those expressly assumed by Buyer (or the successful bidder at the Auction) pursuant to this Agreement, including from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer (xor the successful bidder at the Auction) any payments with respect relative to working capital adjustments pursuant such Liability; (f) contain such other provisions as may be necessary or reasonably desirable or appropriate to Section 2.3, (y) any payments for post-closing services pursuant give effect to Section 7.13, the documents necessary to carry out the Transactions contemplated hereby; and (zg) any termination payments pursuant contain a provision to Section 8.2 shall constitute administrative expenses under Sections 503(b) and 507(a)(1terminate the 10 day stay otherwise provided for in Rule 6004(g) of the Federal Rules of Bankruptcy Code, and shall be immediately payable if and when they arise under this Agreement without any further order of the Bankruptcy Court, provided that Sellers shall have Procedure. Buyer reserves the right to reasonably contest waive the amount requirement of such asserted claims; (iii) all Persons are enjoined from taking any action against Purchaser, Purchaser’s affiliates (as they existed immediately prior to the Closing7.3(h), Purchaser’s Designees or Sellers to recover any claim which such Person has solely against Sellers or any of Sellers’ affiliates (as they existed immediately following the Closing); (iv) the Bankruptcy Court retains exclusive jurisdiction to interpret, construe and enforce the provisions of this Agreement and the Approval Order in all respects, provided that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this clause (iv) or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter; (v) the provisions of the Approval Order are nonseverable and mutually dependent; (vi) the transactions contemplated by this Agreement are undertaken by Purchaser and Sellers at arm’s length, without collusion and in good faith within the meaning of Section 363(m) of the Bankruptcy Code, and such Parties are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) a determination that not selling the Acquired Assets and Designated Entities free and clear of Liens and Claims would impact adversely on Sellers’ bankruptcy estates; (viii) a determination that a sale of the Acquired Assets and Designated Entities other than one free and clear of Liens and Claims would be of substantially less benefit to the estate of Sellers; (ix) Sellers may assign and transfer to Purchaser or Purchaser’s Designees all of Sellers’ right, title and interest (including common law rights) to all of their intangible property included in the Acquired Assets; (x) provides for the retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and Purchaser, and further to hear and determine any and all disputes between Sellers and/or Purchaser, as the case may be, and any non-Sellers party to, among other things, any Designated Contracts, concerning inter alia, Sellers’ assignment thereof to Purchaser or Purchaser’s Designees under this Agreement and any non-Seller’s claims arising under any agreements relating to Excluded Liabilities; (xi) provides that the sale is deemed to be part of a plan pursuant to Section 1146(c) of the Bankruptcy Code and provides for the exemption of the transactions contemplated herein from transfer, stamp, use and certain other taxes, and provides for the waiver of so-called “bulk-sale” laws in all necessary jurisdictions; (xii) provides that any stay of orders authorizing the use, sale or lease of property as provided for in Fed. R. Bankr. Proc. 6004(g) shall not apply to the Approval Order and that the Approval Order is immediately effective and enforceable; (xiii) provides that the Purchaser will not have any successor or transferee liability for liabilities of the Sellers (whether under federal or State law or otherwise) as a result of the sale of the Acquired Assets and Designated Entities; and (xiv) provides that Purchaser shall not assume liabilities of Sellers other than the Assumed Liabilities and the Cure Costs pursuant to Section 2.5; 31.

Approval Order. Prior to The Court shall have entered the ClosingApproval Order and (a) no court of competent jurisdiction shall have entered an order staying the Approval Order pending appeal, and subject to or, in the provisions of this Agreement, including the provisions of Section 8, Sellers and Purchaser shall use their reasonable best efforts to obtain entry event a stay of the Approval Order shall have been entered, then the stay shall have been terminated; (which b) all appeal periods shall containhave expired with no appeal having been taken or all appeals shall have been dismissed, but may not be limited toor the Approval Order shall have been affirmed, by final order no longer subject to appeal; or (c) if appealed, such appeal shall have otherwise been settled or resolved to the provisions contained below) satisfaction of the SNH Entities or this condition shall have been waived by the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy CodeSNH Entities. Sellers and Purchaser agree to use their reasonable best efforts to cause the Bankruptcy Court to enter an The Approval Order which contains, among other provisions reasonably requested by Purchaser, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of Law to be made as entered by the Bankruptcy Court shall contain no modifications unacceptable to the SNH Entities and shall include, without limitation, provisions as part of the Approval Order): follows: (i) the transfers Findings determining that notice of the Acquired Assets Transaction Approval Motion and hearing thereon have been adequate under the Designated circumstances; (ii) Findings that the SNH Entities are good faith purchasers pursuant to 11 U.S.C.ss.363(m); (iii) Findings that the consideration provided to the Mariner Entities by Sellers to Purchaser the SNH Entities is adequate; (Aiv) are or will be legal, valid and effective transfers Findings that proceeding with those matters provided for in the Agreement is in the best interest of the Acquired Assets Mariner Entities and their respective creditors; (v) Finding that Schedule 9.16, updated as appropriate, is a complete list of Employee Accruals; (vi) Ordering that the Designated Entities, (B) vest transfer of the Retained Facilities and personal property present at or will vest Purchaser used in connection with all right, title and interest the operation of Sellers in and to the Acquired Assets and the Designated Entities Retained Facilities is free and clear of all Liens liens, claims, encumbrances and Claims (as defined in Section 101(5) of the Bankruptcy Code) interests pursuant to Section 363(f) of the Bankruptcy Code Code, except for the Permitted Encumbrances; (other than Liens created by Purchaservii) whatsoever known or unknownOrdering that the transactions pursuant to the terms and conditions set forth in this Agreement are approved in all respects pursuant to Sections 363(b), fixed363(f), liquidated365(b), contingent or otherwise, including, but not limited to, any of Sellers’ creditors, vendors, suppliers, employees or lessors specifically naming Sellers’ vendor, Cantor Xxxxxxxxxx Securities, and any other person that is the holder of one of the Claims (collectively “Claimants”365(f) and that neither Purchaser nor Purchaser’s Designees shall be liable in any way (as successor entity or otherwise) for any Claims that any of the Claimants or any other third party may have against any of the Sellers, the business of Sellers and the Acquired Business and the Designated Entities and permanently enjoins and restrains the assertion and prosecution of any Claims by Claimants or any other third party against Purchaser, Purchaser’s affiliates, and/or Purchaser’s Designees and the ownership, use and operation of the Acquired Business, other than claims on the account of Assumed Liabilities; and (C) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code, the Laws of the State of New York and the State of Missouri and all other applicable State laws, including those relating to fraudulent conveyance and fraudulent transfers; (ii) all amounts to be paid to Purchaser pursuant to this Agreement, including (x) any payments with respect to working capital adjustments pursuant to Section 2.3, (y) any payments for post-closing services pursuant to Section 7.13, and (z) any termination payments pursuant to Section 8.2 shall constitute administrative expenses under Sections 503(b) and 507(a)(11146(c) of the Bankruptcy Code, and otherwise; (viii) Ordering that all Medicare and Medicaid payments for services on or after the Effective Time shall be immediately payable if received by the respective Mariner Entities and when they arise under this Agreement without any further order of the Bankruptcy Court, provided that Sellers shall have the right to reasonably contest the amount of such asserted claims; (iii) all Persons are enjoined from taking any action against Purchaser, Purchaser’s affiliates (as they existed immediately prior delivered by each to the Closing), Purchaser’s Designees or Sellers to recover any claim which such Person has solely against Sellers or any of Sellers’ affiliates (as they existed immediately following the Closing); (iv) the Bankruptcy Court retains exclusive jurisdiction to interpret, construe and enforce the provisions of this Agreement and the Approval Order in all respects, provided that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this clause (iv) or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter; (v) the provisions of the Approval Order are nonseverable and mutually dependent; (vi) the transactions contemplated by this Agreement are undertaken by Purchaser and Sellers at arm’s length, without collusion and in good faith within the meaning of Section 363(m) of the Bankruptcy Code, and such Parties are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) a determination that not selling the Acquired Assets and Designated SNH Entities free and clear of Liens and Claims would impact adversely on Sellers’ bankruptcy estates; (viii) a determination that a sale of the Acquired Assets and Designated Entities other than one free and clear of Liens and Claims would be of substantially less benefit to the estate of Sellers; any liens, claims, encumbrances or interests; (ix) Sellers may assign and transfer to Purchaser Ordering that none of the SNH Entities or Purchaser’s Designees all their nominees shall have any liability for any Pre-Closing Obligations or other obligations of Sellers’ right, title and interest any Mariner Entity or their affiliates or subsidiaries (including common law rights) to all of their intangible property included in the Acquired Assetsexcept as otherwise expressly provided for herein); and (x) provides for the retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and PurchaserOrdering that, in consideration of, and further upon, the SNH Entities' or their nominees' assuming the obligation to hear and determine any and all disputes between Sellers and/or Purchaserpay the Employee Accruals, as the case may be, and any non-Sellers party to, among other things, any Designated Contracts, concerning inter alia, Sellers’ assignment thereof to Purchaser or Purchaser’s Designees under this Agreement and any non-Seller’s claims arising under any agreements relating to Excluded Liabilities; (xi) provides that the sale is deemed to be part of a plan pursuant to Section 1146(c) of the Bankruptcy Code and provides for the exemption of the transactions contemplated herein from transfer, stamp, use and certain other taxes, and provides for the waiver of so-called “bulk-sale” laws in all necessary jurisdictions; (xii) provides that any stay of orders authorizing the use, sale or lease of property as provided for in Fed. R. Bankr. Proc. 6004(g) Mariner Entities shall not apply pay to the Approval Order and that SNH Entities the Approval Order is immediately effective and enforceable; (xiii) provides that the Purchaser will not have any successor or transferee liability for liabilities cash equivalent of the Sellers (whether under federal or State law or otherwise) as a result of the sale of the Acquired Assets and Designated Entities; and (xiv) provides that Purchaser shall not assume liabilities of Sellers other than the Assumed Liabilities and the Cure Costs pursuant to Section 2.5; 31such Employee Accruals.

Approval Order. Prior to The Court shall have entered the ClosingApproval Order and (a) no court of competent jurisdiction shall have entered an order staying the Approval Order pending appeal, and subject to or, in the provisions of this Agreement, including the provisions of Section 8, Sellers and Purchaser shall use their reasonable best efforts to obtain entry event a stay of the Approval Order shall have been entered, then the stay shall have been terminated; (which b) all appeal periods shall containhave expired with no appeal having been taken or all appeals shall have been dismissed, but may not be limited toor the Approval Order shall have been affirmed, by final order no longer subject to appeal; or (c) if appealed, such appeal shall have otherwise been settled or resolved to the provisions contained below) satisfaction of the SNH Entities or this condition shall have been waived by the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy CodeSNH Entities. Sellers and Purchaser agree to use their reasonable best efforts to cause the Bankruptcy Court to enter an The Approval Order which contains, among other provisions reasonably requested by Purchaser, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of Law to be made as entered by the Bankruptcy Court shall contain no modifications unacceptable to the SNH Entities and shall include, without limitation, provisions as part of the Approval Order): follows: (i) the transfers Findings determining that notice of the Acquired Assets Transaction Approval Motion and hearing thereon have been adequate under the Designated circumstances; (ii) Findings that the SNH Entities are good faith purchasers pursuant to 11 U.S.C.ss.363(m); (iii) Findings that the consideration provided to the Mariner Entities by Sellers to Purchaser the SNH Entities is adequate; (Aiv) are or will be legal, valid and effective transfers Findings that proceeding with those matters provided for in the Agreement is in the best interest of the Acquired Assets Mariner Entities and their respective creditors; (v) Finding that SCHEDULE 9.16, updated as appropriate, is a complete list of Employee Accruals; (vi) Ordering that the Designated Entities, (B) vest transfer of the Retained Facilities and personal property present at or will vest Purchaser used in connection with all right, title and interest the operation of Sellers in and to the Acquired Assets and the Designated Entities Retained Facilities is free and clear of all Liens liens, claims, encumbrances and Claims (as defined in Section 101(5) of the Bankruptcy Code) interests pursuant to Section 363(f) of the Bankruptcy Code Code, except for the Permitted Encumbrances; (other than Liens created by Purchaservii) whatsoever known or unknownOrdering that the transactions pursuant to the terms and conditions set forth in this Agreement are approved in all respects pursuant to Sections 363(b), fixed363(f), liquidated365(b), contingent or otherwise, including, but not limited to, any of Sellers’ creditors, vendors, suppliers, employees or lessors specifically naming Sellers’ vendor, Cantor Xxxxxxxxxx Securities, and any other person that is the holder of one of the Claims (collectively “Claimants”365(f) and that neither Purchaser nor Purchaser’s Designees shall be liable in any way (as successor entity or otherwise) for any Claims that any of the Claimants or any other third party may have against any of the Sellers, the business of Sellers and the Acquired Business and the Designated Entities and permanently enjoins and restrains the assertion and prosecution of any Claims by Claimants or any other third party against Purchaser, Purchaser’s affiliates, and/or Purchaser’s Designees and the ownership, use and operation of the Acquired Business, other than claims on the account of Assumed Liabilities; and (C) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code, the Laws of the State of New York and the State of Missouri and all other applicable State laws, including those relating to fraudulent conveyance and fraudulent transfers; (ii) all amounts to be paid to Purchaser pursuant to this Agreement, including (x) any payments with respect to working capital adjustments pursuant to Section 2.3, (y) any payments for post-closing services pursuant to Section 7.13, and (z) any termination payments pursuant to Section 8.2 shall constitute administrative expenses under Sections 503(b) and 507(a)(11146(c) of the Bankruptcy Code, and otherwise; (viii) Ordering that all Medicare and Medicaid payments for services on or after the Effective Time shall be immediately payable if received by the respective Mariner Entities and when they arise under this Agreement without any further order of the Bankruptcy Court, provided that Sellers shall have the right to reasonably contest the amount of such asserted claims; (iii) all Persons are enjoined from taking any action against Purchaser, Purchaser’s affiliates (as they existed immediately prior delivered by each to the Closing), Purchaser’s Designees or Sellers to recover any claim which such Person has solely against Sellers or any of Sellers’ affiliates (as they existed immediately following the Closing); (iv) the Bankruptcy Court retains exclusive jurisdiction to interpret, construe and enforce the provisions of this Agreement and the Approval Order in all respects, provided that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this clause (iv) or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter; (v) the provisions of the Approval Order are nonseverable and mutually dependent; (vi) the transactions contemplated by this Agreement are undertaken by Purchaser and Sellers at arm’s length, without collusion and in good faith within the meaning of Section 363(m) of the Bankruptcy Code, and such Parties are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) a determination that not selling the Acquired Assets and Designated SNH Entities free and clear of Liens and Claims would impact adversely on Sellers’ bankruptcy estates; (viii) a determination that a sale of the Acquired Assets and Designated Entities other than one free and clear of Liens and Claims would be of substantially less benefit to the estate of Sellers; any liens, claims, encumbrances or interests; (ix) Sellers may assign and transfer to Purchaser Ordering that none of the SNH Entities or Purchaser’s Designees all their nominees shall have any liability for any Pre-Closing Obligations or other obligations of Sellers’ right, title and interest any Mariner Entity or their affiliates or subsidiaries (including common law rights) to all of their intangible property included in the Acquired Assetsexcept as otherwise expressly provided for herein); and (x) provides for the retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and PurchaserOrdering that, in consideration of, and further upon, the SNH Entities' or their nominees' assuming the obligation to hear and determine any and all disputes between Sellers and/or Purchaserpay the Employee Accruals, as the case may be, and any non-Sellers party to, among other things, any Designated Contracts, concerning inter alia, Sellers’ assignment thereof to Purchaser or Purchaser’s Designees under this Agreement and any non-Seller’s claims arising under any agreements relating to Excluded Liabilities; (xi) provides that the sale is deemed to be part of a plan pursuant to Section 1146(c) of the Bankruptcy Code and provides for the exemption of the transactions contemplated herein from transfer, stamp, use and certain other taxes, and provides for the waiver of so-called “bulk-sale” laws in all necessary jurisdictions; (xii) provides that any stay of orders authorizing the use, sale or lease of property as provided for in Fed. R. Bankr. Proc. 6004(g) Mariner Entities shall not apply pay to the Approval Order and that SNH Entities the Approval Order is immediately effective and enforceable; (xiii) provides that the Purchaser will not have any successor or transferee liability for liabilities cash equivalent of the Sellers (whether under federal or State law or otherwise) as a result of the sale of the Acquired Assets and Designated Entities; and (xiv) provides that Purchaser shall not assume liabilities of Sellers other than the Assumed Liabilities and the Cure Costs pursuant to Section 2.5; 31such Employee Accruals.

Approval Order. Prior to Promptly after the Closing, and subject to the provisions of this Agreement, including the provisions of Section 8, Sellers and Purchaser shall use their reasonable best efforts to obtain entry of the Approval Order (which shall contain, but may not be limited to, the provisions contained below) by the Bankruptcy Court pursuant to Sections 363 and 365 commencement of the Bankruptcy Code. Sellers and Purchaser agree to use their reasonable best efforts to cause Case, Seller shall file a motion (the “Sale Motion”) seeking an order (the “Approval Order”) from the Bankruptcy Court to enter an Approval Order which containsCourt, which, among other provisions reasonably requested by Purchaserthings, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of Law to be made by the Bankruptcy Court as part of the Approval Order): (i) approves the transfers sale of the Acquired Purchased Assets to Buyer on the terms and the Designated Entities by Sellers conditions set forth in this Agreement and authorizes Seller to Purchaser proceed with this transaction, (Aii) are or will be legal, valid and effective transfers includes a specific finding that Buyer is a good faith buyer of the Acquired Assets and the Designated EntitiesPurchased Assets, (Biii) vest or will vest Purchaser orders Buyer to pay, concurrently with the Closing and as a condition to Seller’s assumption and assignment thereof, all right, title and interest of Sellers in and cure amounts owing to the Acquired counterparties to the Assigned Contracts, and (iv) states that the sale of the Purchased Assets and the Designated Entities to Buyer shall be free and clear of all Liens and Claims (as defined other than Permitted Liens) to the extent provided in Section 101(5section 363(f)(3) of the Bankruptcy Code) pursuant to Section 363(f) . The form of the Bankruptcy Code (other than Liens created by Purchaser) whatsoever known or unknown, fixed, liquidated, contingent or otherwise, including, but not limited to, any of Sellers’ creditors, vendors, suppliers, employees or lessors specifically naming Sellers’ vendor, Cantor Xxxxxxxxxx Securities, and any other person that is the holder of one of the Claims (collectively “Claimants”) and that neither Purchaser nor Purchaser’s Designees Approval Order shall be liable in any way (as successor entity form and substance reasonably satisfactory to Buyer. If requested by Seller or otherwise) for any Claims that any of the Claimants or any other third party may have against any of the Sellers, the business of Sellers and the Acquired Business and the Designated Entities and permanently enjoins and restrains the assertion and prosecution of any Claims by Claimants or any other third party against Purchaser, Purchaser’s affiliates, and/or Purchaser’s Designees and the ownership, use and operation of the Acquired Business, other than claims on the account of Assumed Liabilities; and (C) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code, the Laws of the State of New York and the State of Missouri and all other applicable State laws, including those relating to fraudulent conveyance and fraudulent transfers; (ii) all amounts to be paid to Purchaser pursuant to this Agreement, including (x) any payments with respect to working capital adjustments pursuant to Section 2.3, (y) any payments for post-closing services pursuant to Section 7.13, and (z) any termination payments pursuant to Section 8.2 shall constitute administrative expenses under Sections 503(b) and 507(a)(1) of the Bankruptcy Code, and shall be immediately payable if and when they arise under this Agreement without any further order of the Bankruptcy Court, provided that Sellers Buyer shall have the right to reasonably contest the amount provide adequate assurance of such asserted claims; future performance (iii) all Persons are enjoined from taking any action against Purchaser, Purchaser’s affiliates (as they existed immediately prior satisfactory to the Closing)Bankruptcy Court) to the counterparties to the Assigned Contracts. Following the filing of the Sale Motion, Purchaser’s Designees or Sellers Seller shall use reasonable best efforts to recover any claim which such Person has solely against Sellers or any of Sellers’ affiliates (as they existed immediately following obtain the Closing); (iv) Approval Order. If the Bankruptcy Court retains exclusive jurisdiction refuses to interpretissue the Approval Order, construe and enforce then Buyer or Seller may terminate this Agreement in accordance with Section 9.1(h). In the event that a third party is approved by the Bankruptcy Court as the purchaser of the Purchased Assets at the hearing on the Sale Motion, notwithstanding anything to the contrary in this Agreement, this Agreement shall not terminate, but rather shall become a “back-up bid” which shall remain open for acceptance by Seller for a period of fifteen (15) days following the Outside Date. Upon entry of the Approval Order in accordance with the provisions of this Agreement Section 6.6, the conditions set forth in Section 8.1(e) and the Approval Order in all respects, provided that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this clause (iv) or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter; (v) the provisions of the Approval Order are nonseverable and mutually dependent; (vi) the transactions contemplated by this Agreement are undertaken by Purchaser and Sellers at arm’s length, without collusion and in good faith within the meaning of Section 363(m) of the Bankruptcy Code, and such Parties are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) a determination that not selling the Acquired Assets and Designated Entities free and clear of Liens and Claims would impact adversely on Sellers’ bankruptcy estates; (viii) a determination that a sale of the Acquired Assets and Designated Entities other than one free and clear of Liens and Claims would be of substantially less benefit to the estate of Sellers; (ix) Sellers may assign and transfer to Purchaser or Purchaser’s Designees all of Sellers’ right, title and interest (including common law rights) to all of their intangible property included in the Acquired Assets; (x) provides for the retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and Purchaser, and further to hear and determine any and all disputes between Sellers and/or Purchaser, as the case may be, and any non-Sellers party to, among other things, any Designated Contracts, concerning inter alia, Sellers’ assignment thereof to Purchaser or Purchaser’s Designees under this Agreement and any non-Seller’s claims arising under any agreements relating to Excluded Liabilities; (xi) provides that the sale is deemed to be part of a plan pursuant to Section 1146(c) of the Bankruptcy Code and provides for the exemption of the transactions contemplated herein from transfer, stamp, use and certain other taxes, and provides for the waiver of so-called “bulk-sale” laws in all necessary jurisdictions; (xii) provides that any stay of orders authorizing the use, sale or lease of property as provided for in Fed. R. Bankr. Proc. 6004(g8.2(e) shall not apply to the Approval Order and that the Approval Order is immediately effective and enforceable; (xiii) provides that the Purchaser will not have any successor or transferee liability for liabilities of the Sellers (whether under federal or State law or otherwise) as a result of the sale of the Acquired Assets and Designated Entities; and (xiv) provides that Purchaser shall not assume liabilities of Sellers other than the Assumed Liabilities and the Cure Costs pursuant to Section 2.5; 31be deemed satisfied.