Common use of Bankruptcy Actions Clause in Contracts

Bankruptcy Actions. The Debtors will provide the Buyer with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by the Debtors relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors after the date hereof must be acceptable in form and substance to Buyer, in its reasonable discretion. Excluded Real Property. The Debtors agree that the covenants contained in Section 7.1 hereof shall apply to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose of the Excluded Real Property prior to the Closing and to control all aspects of such disposition including, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real Property, and (iii) directing a donation of any parcel of the Excluded Real Property. Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from the Bankruptcy Court to effectuate such dispositions of the Excluded Real Property. If on or prior to the Closing the Excluded Real Property is not disposed of pursuant to this Agreement, at the Debtors' request, the Buyer will assume the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSING

Bankruptcy Actions. Immediately following the Auction, Sellers shall file with the Bankruptcy Court the Sale Order approving this Agreement, Sellers' performance under this Agreement and the assumption and the assignment of the Assumed Executory Contracts. Sellers shall provide appropriate notice as is required by the Bankruptcy Code to all parties entitled to notice including, but not limited to, all parties to Assumed Executory Contracts and all taxing and environmental authorities in jurisdictions applicable to the Business. The Debtors Assumed Executory Contracts shall be identified (by the date of the Assumed Executory Contract (if available), the other party to the contract or lease and the address of such party) on an exhibit attached to a Motion for Order Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases (which may be included in the Sale Order). Such exhibit shall set forth the amounts necessary to cure defaults under each of such Assumed Executory Contracts as determined by Sellers based on Sellers' books and records. Sellers shall, at the written direction of Purchaser delivered any time prior to the Sale Hearing, remove Assumed Executory Contracts from the exhibit. In cases in which Sellers are unable to establish that a default exists, the relevant cure amount shall be set at $0.00. The Sale Order shall reflect that Purchaser's promise to perform from and after the Closing under the Assumed Executory Contracts shall be the only adequate assurance of future performance necessary to satisfy the requirements of section 365 of the Bankruptcy Code in respect of the assignment to Purchaser of such Assumed Executory Contracts. Sellers will provide the Buyer Purchaser with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by the Debtors Sellers relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Reorganization Chapter 11 Cases. All motions, applications and supporting papers prepared by the Debtors and Sellers relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors Sellers after the date hereof Auction must be acceptable in form and substance to BuyerPurchaser, in its reasonable discretion. Excluded Real PropertyENVIRONMENTAL PERMITS AND APPROVALS. The Debtors agree that Sellers shall, at their sole cost and expense, promptly and diligently seek to obtain any required Permits, consents, approvals or waivers under Environmental Laws necessary to consummate the covenants contained in Section 7.1 hereof transactions contemplated by this Agreement and to enable Purchaser to operate the Business after Closing as it is currently being operated. Sellers shall apply to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose keep Purchaser apprised of the Excluded Real Property prior to the Closing and to control all aspects of such disposition including, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real Property, and (iii) directing a donation of any parcel of the Excluded Real Property. Any proceeds received actions taken by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from the Bankruptcy Court to effectuate such dispositions of the Excluded Real Property. If on or prior to the Closing the Excluded Real Property is not disposed of Sellers pursuant to this AgreementSECTION 0, at including providing Purchaser with copies of and the Debtorsopportunity to approve (such approval not to be unreasonably withheld) correspondence or other documents relating to Sellers' requestobtaining of any such Permits, the Buyer will assume the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSINGconsents, approvals or waivers.

Bankruptcy Actions. The Debtors will provide Promptly following the Buyer date hereof, the Sellers shall file with the Bankruptcy Court a reasonable opportunity form of order or orders pursuant to review Sections 105, 363, 365 and comment upon all motions, applications and supporting papers prepared by the Debtors relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf other applicable provisions of the Debtors after the date hereof must be acceptable Bankruptcy Code in form and substance acceptable to Buyer, the Purchaser in its reasonable discretion. Excluded Real Property. The Debtors agree discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the covenants contained in Section 7.1 hereof shall apply Closing of the Contemplated Transactions may take place within 10 days of the entry of the Sale Order, (w) authorizing, directing and approving the sale of the Assets to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose of the Excluded Real Property prior to the Closing and to control all aspects of such disposition including, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real Property, and (iii) directing a donation of any parcel of the Excluded Real Property. Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from the Bankruptcy Court to effectuate such dispositions of the Excluded Real Property. If on or prior to the Closing the Excluded Real Property is not disposed of Purchaser pursuant to this Agreement, at the Debtorsassumption, cure by Sellers and assignment to Purchaser of the Assumed Contracts (including the Real Property Leases) and the entering into of the Time Brokerage Agreement by the Sellers, (x) approving the terms of this Agreement and the terms of the Time Brokerage Agreement, (y) providing that the Common Stock shall only be permitted to be transferred to creditors of the Sellers in accordance with the requirements of Section 1.6(a); and (z) making the following findings: (i) the Bankruptcy Court has "core" jurisdiction over the Chapter 11 Case; (ii) due and proper notice of the sale of the Assets and to the Purchaser has been given to all parties entitled thereto in accordance with all applicable provisions of the Bankruptcy Code, any rules thereunder and orders of the Bankruptcy Court; (iii) that the Bankruptcy Administrative Officer has complied with all requirements imposed on it by any order of the Bankruptcy Court relating to the sale of the Assets (iv)the Assets are property of Sellers' requestestate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Buyer Sellers will assume have the Excluded power to convey the property to the Purchaser; (v) for each Encumbrance on the Assets and that does not constitute a Permitted Encumbrance or an Assumed Liability, a subsection of Section 363(f) of the Bankruptcy Code applies, and, upon consummation of the transactions contemplated by this Agreement, the Assets will be sold to the Purchaser free and clear of such Encumbrances; (vi) the Assets have been reasonably marketed, and the offer of the Purchaser is the best offer received by the Sellers' estate and, accordingly, it is in the best interest of the Sellers' estate and its creditors that the sale of the Assets to the Purchaser be approved; (vii) that each Assumed Contract (including each Real Property at Closing. ACTIONS AFTER THE CLOSINGLease) has been assumed by Sellers, the cure claims relating to such Assumed Contracts have been determined and payable by Sellers, and Sellers may assign such Assumed Contracts to Purchaser (viii) the Purchaser is acting in good faith, and is entitled to the protections of a Purchaser under Section 363(m) of the Bankruptcy Code, which Section applies to the transactions contemplated by this Agreement and reversal or modification of the Sale Order on appeal will not affect the validity of the sale of the Assets to the Purchaser; (ix) each objection to the sale of the Assets to the Purchaser has either been withdrawn with prejudice or is specifically overruled on the merits; (x) any competitive bidding in connection with the sale of the Assets has been non-collusive and the sale of the assets to the Purchaser may not be set aside under Section 363(n) of the Bankruptcy Code; (xi) the Contemplated Transactions are exempt from transfer taxes pursuant to Section 1146(c) of the Bankruptcy

Bankruptcy Actions. The Debtors (a) As promptly as practicable after the Petition Date (and in any event within three (3) Business Days following the date of this Agreement), Sellers shall file with the Bankruptcy Court a motion, supporting papers, notices and a proposed Overbid Procedures Order, all in form and substance reasonably satisfactory to Purchaser, seeking the Bankruptcy Court's approval of the terms of Sections 5.1, 5.5 and 8.6 of this Agreement, and observance and performance of such terms by Sellers and Purchaser during the pendency of the Chapter 11 Case, and Sellers shall use their best efforts to obtain the entry of the Overbid Procedures Order. (b) As promptly as practicable after the Petition Date (and in any event within three (3) Business Days following the date of this Agreement), Sellers will file with the Bankruptcy Court a motion, supporting papers, notices and a form of 363 Order and 365 Order, all in form and substance reasonably satisfactory to Purchaser, seeking the Bankruptcy Court's approval of this Agreement, Sellers' performance under this Agreement, assumption and assignment of the Assumed Contracts and Assumed Leases and Sellers' retention of the Excluded Assets, and identification of the cash payments required under Section 5.3 of this Agreement, and, subject to the provisions of the Overbid Procedures Order, Sellers shall use their best efforts to obtain entry of the 363 Order and the 365 Order. (c) Sellers will provide the Buyer Purchaser with a reasonable opportunity to review and comment upon copies of all motions, applications applications, and supporting papers prepared by the Debtors relating to this Agreement Sellers (including forms of Orders orders and notices to interested parties) relating to Purchaser or the transactions contemplated by this Agreement prior to the filing thereof in the Reorganization Cases. All motionsChapter 11 Cases and shall not, applications and supporting papers prepared by the Debtors and relating other than due to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors after the date hereof must be acceptable emergency time constraints, file any such document unless it is in form and substance reasonably satisfactory to Buyer, in its reasonable discretionPurchaser. Excluded Real Property. The Debtors agree that the covenants contained in Section 7.1 hereof (d) Sellers shall apply to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose of the Excluded Real Property prior to the Closing and to control all aspects of such disposition including, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real Propertygive appropriate notice, and (iii) directing a donation provide appropriate opportunity for hearing, to all parties entitled thereto, of any parcel of the Excluded Real Property. Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by saleall motions, condemnation orders, hearings, or otherwise and whether received prior to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from the Bankruptcy Court to effectuate such dispositions of the Excluded Real Property. If on or prior to the Closing the Excluded Real Property is not disposed of pursuant other proceedings relating to this Agreement, at Agreement or the Debtors' request, the Buyer will assume the Excluded Real Property at Closingtransactions contemplated hereby. ACTIONS AFTER THE CLOSINGSection 5.11

Bankruptcy Actions. The Debtors will provide (a) Within two (2) Business Days following the Buyer execution of this Agreement, the Seller Debtor Entities shall file Petitions for relief with the Bankruptcy Court commencing the Bankruptcy Cases. Concurrent with or immediately following the Bankruptcy Filing the Seller Debtor Entities shall file with the Bankruptcy Court (i) a reasonable opportunity to review and comment upon all motions, applications motion and supporting papers prepared by the Debtors relating to this Agreement (including forms a proposed form of Orders and notices to interested partiesan order) prior to the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors after the date hereof must be acceptable in form and substance to Buyer, in its reasonable discretion. Excluded Real Property. The Debtors agree that the covenants contained in Section 7.1 hereof shall apply satisfactory to the Excluded Real Property. The Debtors further agree that Purchaser seeking the Buyer shall have entry of an order by the right to cause Bankruptcy Court in the Debtors to dispose form of Exhibit C hereto (the “Bid Procedures Order”) approving of the Excluded Real Property prior to the Closing terms of Sections 5.1, 5.2 and to control all aspects 5.3 of such disposition includingthis Agreement, including without limitation, the procedures relating to alternative offers and the payment of the Breakup Fee and Cost Reimbursement (i) the hiring of real estate brokers“Bid Procedures Approval Motion”), and (ii) the negotiation Sale Approval Motion for entry of price an order approving this Agreement and other terms supporting papers and transactions in connection herewith (including a proposed form of order), in form and substance satisfactory to the Purchaser, in the form of Exhibit D hereto, and the Seller Debtor Entities’ performance hereunder, the sale for any parcel of the Excluded Real PropertyAcquired Assets, free and clear of all liens, claims (iiias defined by Section 101(5) directing a donation of any parcel of the Excluded Real PropertyBankruptcy Code) and interests (the “Sale Approval Order”). Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior The Seller Debtor Entities shall use commercially reasonable efforts to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from have the Bankruptcy Court to effectuate such dispositions schedule expedited hearings and enter the Bid Procedures Order as soon as practicable following the filing of the Excluded Real Propertymotion therefor. If on or prior to To the Closing extent the Excluded Real Property is not disposed Seller Debtor Entities determine the filing of the Bid Procedures Approval Motion and Sale Approval Motion can be filed as one consolidated motion pursuant to this Agreement, at local practice and the Debtors' requestrules of bankruptcy procedure adopted by the Bankruptcy Court, the Buyer will assume Seller Debtor Entities may file the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSINGBid Procedures Approval Motion and the Sale Approval Motion as one consolidated motion.

Bankruptcy Actions. (a) (i) The Debtors will provide Filing Company Subsidiaries, that as of the Buyer with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by the Debtors relating to date of this Agreement have not commenced the Chapter 11 Case, shall commence the Chapter 11 Case on a date (including forms of Orders and notices to interested partiesthe "Petition Date") either prior to or, as soon as reasonably practicable after the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval execution of this Agreement (including forms of Orders but not later than March 21, 2003), and notices to interested parties) to be filed on behalf serve notice of the Debtors after execution of this Agreement on interested parties as required by the date hereof must be acceptable Bankruptcy Code and Rules. Notwithstanding the foregoing, the Buyer and the Company shall cooperate in form determining any adverse impact of the filing of Mill Creek Servicing Corporation ("MCSC") and substance to BuyerConseco Finance Credit Card Corp. ("CFCCC") on the consummation of the transactions contemplated hereby. Notwithstanding the terms of Section 2.3(b)(ii)(B), in its reasonable discretion. Excluded Real Property. The Debtors agree the event that the covenants contained in Section 7.1 hereof shall apply to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose of the Excluded Real Property prior to the Closing and to control all aspects of such disposition including, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real Property, and (iii) directing MCSC or CFCCC does not become a donation of any parcel of the Excluded Real Property. Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from the Bankruptcy Court to effectuate such dispositions of the Excluded Real Property. If Filing Company Subsidiary on or prior to March 21, 2003, then that portion of the Closing Purchase Price allocable to the Excluded Real Property is Purchased Assets and Assumed Liabilities of the non-Filing Company Subsidiary (calculated on the basis of the Final Schedule of Assets Acquired and Liabilities Assumed) shall be paid directly to such non-Filing Company Subsidiary. The Sellers (other than the Banks) shall obtain entry of the Sale Order by March 14, 2003. The Sellers who have commenced a Chapter 11 Case shall file, in accordance with this Agreement and applicable Law, all pleadings with the Bankruptcy Court as are necessary or appropriate to secure entry of the Sale Order, shall serve all parties entitled to notice of such pleadings under applicable provisions of the Bankruptcy Code and Bankruptcy Rules, including, but not disposed of pursuant limited to, all parties to the Assumed Agreements (other than to Assumed Agreements relating solely to Subsidiaries that are not required to commence a Chapter 11 Case under this Agreement, at and as to which neither the Debtors' requestCompany nor any Filing Company Subsidiaries that have commenced a Chapter 11 Case are parties) and all Governmental Authorities having or asserting jurisdiction over the Sellers, or the Buyer will assume Purchased Assets and shall diligently pursue the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSINGobtaining of such orders.

Bankruptcy Actions. The Debtors will provide From and after receipt of the Buyer with a Deposit, Seller shall use reasonable opportunity best efforts to review and comment upon all motions, applications and supporting papers prepared obtain entry by the Debtors relating Bankruptcy Court of (a) an Order substantially in the form of Exhibit C attached hereto (the “Bidding Procedures Order”) and (b) upon completion of the Auction and subject to an Alternative Transaction not being approved in accordance with the Bidding Procedures, an Order substantially in the form of Exhibit D attached hereto (the “Sale Order”). Subject to Buyer not then being in breach of its obligations under Section 2.2 of this Agreement Agreement, Seller shall (x) file all pleadings with the Bankruptcy Court as are necessary or appropriate to secure entry of the Bidding Procedures Order (including forms by filing a motion seeking entry of Orders and notices to interested partiessuch Bidding Procedures Order within five (5) prior to the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors Business Days after the date hereof must be acceptable in form and substance to Buyerhereof) and, in its reasonable discretion. Excluded Real Property. The Debtors agree that the covenants contained in Section 7.1 hereof shall apply to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose upon completion of the Excluded Real Property prior Auction and subject to an Alternative Transaction not being approved in accordance with the Closing and to control all aspects of such disposition includingBidding Procedures, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real PropertySale Order, and (iiiy) directing a donation serve all parties known to Seller to be entitled to notice of any parcel such pleadings under applicable provisions of the Excluded Real PropertyBankruptcy Code and Rules, including all parties to the Assigned Contracts and all Governmental Authorities having or asserting jurisdiction over Seller or the Acquired Assets, and shall diligently pursue the obtaining of such orders. Any proceeds received Buyer shall promptly take all actions as are reasonably requested by Seller to assist in obtaining the Debtors Bankruptcy Court’s entry of the Bidding Procedures Order and, as applicable, the Sale Order or any other Order reasonably necessary in connection with the disposition of any of the Excluded Real Property whether by saletransactions contemplated hereby, condemnation including furnishing affidavits, financial information or otherwise and whether received prior to other documents or after the Closing, shall be Acquired Assets information for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from filing with the Bankruptcy Court and making Buyer’s employees and representatives available to effectuate such dispositions testify before the Bankruptcy Court. Furthermore, Buyer covenants and agrees that it shall cooperate with Seller in connection with furnishing information or documents to Seller to satisfy the requirements of adequate assurance of future performance under Section 365(f)(2)(B) of the Excluded Real Property. If on or prior to the Closing the Excluded Real Property is not disposed of pursuant to this Agreement, at the Debtors' request, the Buyer will assume the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSINGBankruptcy Code.

Bankruptcy Actions. The Debtors will provide (a) Within two (2) Business Days following the Buyer execution of this Agreement, the Seller Debtor Entities shall file Petitions for relief with the Bankruptcy Court commencing the Bankruptcy Cases. Concurrent with or immediately following the Bankruptcy Filing the Seller Debtor Entities shall file with the Bankruptcy Court (i) a reasonable opportunity to review and comment upon all motions, applications motion and supporting papers prepared by the Debtors relating to this Agreement (including forms a proposed form of Orders and notices to interested partiesan order) prior to the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors after the date hereof must be acceptable in form and substance to Buyer, in its reasonable discretion. Excluded Real Property. The Debtors agree that the covenants contained in Section 7.1 hereof shall apply satisfactory to the Excluded Real Property. The Debtors further agree that Purchaser seeking the Buyer shall have entry of an order by the right to cause Bankruptcy Court in the Debtors to dispose form of Exhibit C hereto (the "Bid Procedures Order") approving of the Excluded Real Property prior to the Closing terms of Sections 5.1, 5.2 and to control all aspects 5.3 of such disposition includingthis Agreement, including without limitation, the procedures relating to alternative offers and the payment of the Breakup Fee and Cost Reimbursement (i) the hiring of real estate brokers"Bid Procedures Approval Motion"), and (ii) the negotiation Sale Approval Motion for entry of price an order approving this Agreement and other terms supporting papers and transactions in connection herewith (including a proposed form of order), in form and substance satisfactory to the Purchaser, in the form of Exhibit D hereto, and the Seller Debtor Entities' performance hereunder, the sale for any parcel of the Excluded Real PropertyAcquired Assets, free and clear of all liens, claims (iiias defined by Section 101(5) directing a donation of any parcel of the Excluded Real PropertyBankruptcy Code) and interests (the "Sale Approval Order"). Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior The Seller Debtor Entities shall use commercially reasonable efforts to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from have the Bankruptcy Court to effectuate such dispositions schedule expedited hearings and enter the Bid Procedures Order as soon as practicable following the filing of the Excluded Real Propertymotion therefor. If on or prior to To the Closing extent the Excluded Real Property is not disposed Seller Debtor Entities determine the filing of the Bid Procedures Approval Motion and Sale Approval Motion can be filed as one consolidated motion pursuant to this Agreement, at local practice and the Debtors' requestrules of bankruptcy procedure adopted by the Bankruptcy Court, the Buyer will assume Seller Debtor Entities may file the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSINGBid Procedures Approval Motion and the Sale Approval Motion as one consolidated motion.