Common use of Bankruptcy Actions Clause in Contracts

Bankruptcy Actions. Promptly following the date hereof, the Sellers shall file with the Bankruptcy Court a form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code in form and substance acceptable to the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the 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 Purchaser pursuant to this Agreement, the assumption, 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' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the 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 Lease) 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. Promptly following From and after receipt of the date hereofDeposit, Seller shall use reasonable best efforts to obtain entry by the Sellers 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, Seller shall (x) file all pleadings with the Bankruptcy Court as are necessary or appropriate to secure entry of the Bidding Procedures Order (including by filing a form motion seeking entry of order or orders pursuant such Bidding Procedures Order within five (5) Business Days after the date hereof) and, upon completion of the Auction and subject to Sections 105an Alternative Transaction not being approved in accordance with the Bidding Procedures, 363the Sale Order, 365 and other (y) serve all parties known to Seller to be entitled to notice of such pleadings under applicable provisions of the Bankruptcy Code in form and substance acceptable Rules, including all parties to the Purchaser 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. Buyer shall promptly take all actions as are reasonably requested by Seller to assist in its reasonable discretion (obtaining the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing of the Contemplated Transactions may take place within 10 days of the Court’s entry of the Sale OrderBidding Procedures Order and, (w) authorizing, directing and approving the sale of the Assets to the Purchaser pursuant to this Agreementas applicable, the assumptionSale Order or any other Order reasonably necessary in connection with the transactions contemplated hereby, cure by Sellers including furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Court and assignment making Buyer’s employees and representatives available to Purchaser of testify before the Assumed Contracts (including the Real Property Leases) Bankruptcy Court. Furthermore, Buyer covenants 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 agrees that the Common Stock it shall only be permitted cooperate with Seller in connection with furnishing information or documents to be transferred Seller to creditors of the Sellers in accordance with satisfy 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 adequate assurance 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' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the 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 Lease) 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 future performance under Section 363(m365(f)(2)(B) 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. Promptly (a) Within two (2) Business Days following the date hereofexecution of this Agreement, the Sellers 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 motion and supporting papers (including a proposed form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code an order) in form and substance acceptable satisfactory to the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing of the Contemplated Transactions may take place within 10 days of seeking the entry of an order by the Bankruptcy Court in the form of Exhibit C hereto (the “Bid Procedures Order”) approving of the terms of Sections 5.1, 5.2 and 5.3 of this Agreement, including without limitation, the procedures relating to alternative offers and the payment of the Breakup Fee and Cost Reimbursement (the “Bid Procedures Approval Motion”), and (ii) the Sale OrderApproval Motion for entry of an order approving this Agreement and supporting papers and transactions in connection herewith (including a proposed form of order), (w) authorizingin form and substance satisfactory to the Purchaser, directing in the form of Exhibit D hereto, and approving the Seller Debtor Entities’ performance hereunder, the sale of the Assets to the Purchaser pursuant to this AgreementAcquired Assets, the assumption, 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' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the 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; all liens, claims (vi) the Assets have been reasonably marketed, and the offer of the Purchaser is the best offer received as defined 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 Lease) 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(m101(5) of the Bankruptcy Code, which Section applies ) and interests (the “Sale Approval Order”). The Seller Debtor Entities shall use commercially reasonable efforts to have the transactions contemplated by this Agreement Bankruptcy Court schedule expedited hearings and reversal or modification enter the Bid Procedures Order as soon as practicable following the filing of the Sale Order on appeal will not affect motion therefor. To the validity extent the Seller Debtor Entities determine the filing of the sale of the Assets Bid Procedures Approval Motion and Sale Approval Motion can be filed as one consolidated motion pursuant 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 local practice and the sale rules of the assets to the Purchaser may not be set aside under Section 363(n) of bankruptcy procedure adopted by the Bankruptcy Code; (xi) Court, the Contemplated Transactions are exempt from transfer taxes pursuant to Section 1146(c) of Seller Debtor Entities may file the BankruptcyBid Procedures Approval Motion and the Sale Approval Motion as one consolidated motion.

Bankruptcy Actions. Promptly (a) As promptly as practicable after the Petition Date (and in any event within three (3) Business Days following the date hereofof this Agreement), the Sellers shall file with the Bankruptcy Court a form of order or orders pursuant to Sections 105motion, 363supporting papers, 365 notices and other applicable provisions of the Bankruptcy Code a proposed Overbid Procedures Order, all in form and substance acceptable reasonably satisfactory to Purchaser, seeking the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing Court's approval of the Contemplated Transactions may take place within 10 days 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 Sale 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, (w) authorizingall in form and substance reasonably satisfactory to Purchaser, directing and approving seeking the sale Bankruptcy Court's approval of the Assets to the Purchaser pursuant to this Agreement, the assumptionSellers' performance under this Agreement, cure by Sellers assumption and assignment to Purchaser of the Assumed Contracts (including the Real Property Leases) and the entering into Assumed Leases and Sellers' retention of the Time Brokerage Agreement by Excluded Assets, and identification of the Sellers, (x) approving the terms cash payments required under Section 5.3 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 and, subject to the Purchaser has been given to all parties entitled thereto in accordance with all applicable provisions of the Bankruptcy CodeOverbid Procedures Order, 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 Sellers shall use their best efforts to the sale of the Assets (iv)the Assets are property of Sellers' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon obtain entry of the Sale 363 Order and the 365 Order, the . (c) Sellers will have the 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 Liabilityprovide Purchaser with copies of all motions, 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 marketedapplications, and the offer of the Purchaser is the best offer received supporting papers prepared 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 Sellers (including each Real Property Leaseforms of orders and notices to interested parties) 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 or 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 prior to the filing thereof in the Chapter 11 Cases and shall not, other than due to emergency time constraints, file any such document unless it is in form and substance reasonably satisfactory to Purchaser; . (ixd) each objection Sellers shall give appropriate notice, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings relating to this Agreement or 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 transactions contemplated hereby. Section 363(n) of the Bankruptcy Code; (xi) the Contemplated Transactions are exempt from transfer taxes pursuant to Section 1146(c) of the Bankruptcy5.11

Bankruptcy Actions. Promptly Immediately following the date hereofAuction, the 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 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 form Motion for Order Authorizing the Assumption and Assignment of order or orders pursuant Executory Contracts and Unexpired Leases (which may be included in the Sale Order). Such exhibit shall set forth the amounts necessary to Sections 105cure defaults under each of such Assumed Executory Contracts as determined by Sellers based on Sellers' books and records. Sellers shall, 363at 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 and other applicable provisions of the Bankruptcy Code in form and substance acceptable to the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing respect 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 Purchaser pursuant to this Agreement, the assumption, cure by Sellers and assignment to Purchaser of the such Assumed Contracts Executory Contracts. Sellers will provide Purchaser with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by Sellers relating to this Agreement (including forms of Orders and notices to interested parties) prior to the Real Property Leases) filing thereof in the Chapter 11 Cases. All motions, applications and supporting papers prepared by Sellers relating to the entering into of the Time Brokerage Agreement by the Sellers, (x) approving the terms approval of this Agreement (including forms of Orders and the terms of the Time Brokerage Agreement, (ynotices to interested parties) providing that the Common Stock shall only be permitted to be transferred filed on behalf of Sellers after the Auction must be acceptable in form and substance to creditors of the Purchaser, in its reasonable discretion. ENVIRONMENTAL PERMITS AND APPROVALS. Sellers in accordance with the requirements of Section 1.6(a); shall, at their sole cost and (z) making the following findings: (i) the Bankruptcy Court has "core" jurisdiction over the Chapter 11 Case; (ii) due expense, promptly and proper notice of the sale of the Assets and diligently seek to the Purchaser has been given obtain any required Permits, consents, approvals or waivers under Environmental Laws necessary 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' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the 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 Lease) 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 consummate the transactions contemplated by this Agreement and reversal or modification to enable Purchaser to operate the Business after Closing as it is currently being operated. Sellers shall keep Purchaser apprised of the Sale Order on appeal will not affect the validity actions taken by Sellers pursuant to this SECTION 0, including providing Purchaser with copies 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 opportunity to approve (such approval not to be unreasonably withheld) correspondence or other documents relating to Sellers' obtaining 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 Bankruptcyany such Permits, consents, approvals or waivers.

Bankruptcy Actions. Promptly following (a) (i) The Filing Company Subsidiaries, that as of the date hereofof this Agreement have not commenced the Chapter 11 Case, shall commence the Chapter 11 Case on a date (the "Petition Date") either prior to or, as soon as reasonably practicable after the execution of this Agreement (but not later than March 21, 2003), and serve notice of the execution of this Agreement on interested parties as required by the Bankruptcy Code and Rules. Notwithstanding the foregoing, the Buyer and the Company shall cooperate in determining any adverse impact of the filing of Mill Creek Servicing Corporation ("MCSC") and Conseco Finance Credit Card Corp. ("CFCCC") on the consummation of the transactions contemplated hereby. Notwithstanding the terms of Section 2.3(b)(ii)(B), in the event that MCSC or CFCCC does not become a Filing Company Subsidiary on or prior to March 21, 2003, then that portion of the Purchase Price allocable to the 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 file 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 a form as are necessary or appropriate to secure entry of order or orders pursuant the Sale Order, shall serve all parties entitled to Sections 105, 363, 365 and other notice of such pleadings under applicable provisions of the Bankruptcy Code in form and substance acceptable Bankruptcy Rules, including, but not limited to, all parties to the Purchaser in its reasonable discretion Assumed Agreements (the "Sale Order") (v) ruling pursuant other than to Federal Rule of Bankruptcy Procedure 6004(g) Assumed Agreements relating solely to Subsidiaries that the 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 are not required to the Purchaser pursuant to commence a Chapter 11 Case under this Agreement, and as to which neither the assumption, cure by Sellers and assignment to Purchaser of the Assumed Contracts (including the Real Property LeasesCompany nor any Filing Company Subsidiaries that have commenced a Chapter 11 Case are parties) and the entering into of the Time Brokerage Agreement by all Governmental Authorities having or asserting jurisdiction over the Sellers, (x) approving or 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 Purchased Assets and to shall diligently pursue 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' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the 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 obtaining 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 Lease) 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 Bankruptcyorders.

Bankruptcy Actions. Promptly (a) Within two (2) Business Days following the date hereofexecution of this Agreement, the Sellers 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 motion and supporting papers (including a proposed form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code an order) in form and substance acceptable satisfactory to the Purchaser seeking the entry of an order by the Bankruptcy Court in its reasonable discretion the form of Exhibit C hereto (the "Sale Bid Procedures Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing approving of the Contemplated Transactions may take place within 10 days terms of Sections 5.1, 5.2 and 5.3 of this Agreement, including without limitation, the procedures relating to alternative offers and the payment of the Breakup Fee and Cost Reimbursement (the "Bid Procedures Approval Motion"), and (ii) the Sale Approval Motion for entry of an order approving this Agreement and supporting papers and transactions in connection herewith (including a proposed form of order), in form and substance satisfactory to the Sale OrderPurchaser, (w) authorizingin the form of Exhibit D hereto, directing and approving the Seller Debtor Entities' performance hereunder, the sale of the Assets to the Purchaser pursuant to this AgreementAcquired Assets, the assumption, 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' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the 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; all liens, claims (vi) the Assets have been reasonably marketed, and the offer of the Purchaser is the best offer received as defined 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 Lease) 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(m101(5) of the Bankruptcy Code, which Section applies ) and interests (the "Sale Approval Order"). The Seller Debtor Entities shall use commercially reasonable efforts to have the transactions contemplated by this Agreement Bankruptcy Court schedule expedited hearings and reversal or modification enter the Bid Procedures Order as soon as practicable following the filing of the Sale Order on appeal will not affect motion therefor. To the validity extent the Seller Debtor Entities determine the filing of the sale of the Assets Bid Procedures Approval Motion and Sale Approval Motion can be filed as one consolidated motion pursuant 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 local practice and the sale rules of the assets to the Purchaser may not be set aside under Section 363(n) of bankruptcy procedure adopted by the Bankruptcy Code; (xi) Court, the Contemplated Transactions are exempt from transfer taxes pursuant to Section 1146(c) of Seller Debtor Entities may file the BankruptcyBid Procedures Approval Motion and the Sale Approval Motion as one consolidated motion.