Common use of Bankruptcy Court Approval Clause in Contracts

Bankruptcy Court Approval. (a) Sellers and Buyer each acknowledge that this Agreement and the sale of the Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval and the entry of the Sale Order. Sellers will pursue diligently the entry of the Sale Order under the Bid Procedures. (b) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s). (c) In the event an appeal is taken or a stay pending appeal is requested from the Sale Order, Sellers shall use their best efforts to defend and oppose such appeal and promptly notify Buyer of such appeal or stay request and shall promptly provide to Buyer a copy of all related filings in accordance with Section 7.6. (d) From and after the Execution Date and prior to the Closing or the termination of this Agreement, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) Sellers and Buyer each acknowledge that this Agreement and the sale of the Acquired Assets and the assumption and assignment of the Assigned Contracts by Buyer and assignment of the Assets to Buyer Assigned Leases are subject to Bankruptcy Court approval approval. Sellers and Buyer acknowledge that (i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the entry highest and otherwise best offer possible for the Acquired Assets, and that such demonstration shall include giving notice of the Sale Order. Sellers will pursue diligently transactions contemplated by this Agreement to creditors and other interested parties as ordered by the entry of Bankruptcy Court, and, if necessary, conducting the Sale Order under the Bid Procedures. Auction, and (bii) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of must provide adequate assurance of future performance by Buyer of under the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement to-be-assigned leases and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s)executory contracts. (cb) In the event an appeal is taken or a stay pending appeal is requested requested, from either the Bidding Procedures Order or the Sale Order, Sellers shall use their best efforts to defend and oppose such appeal and promptly immediately notify Buyer of such appeal or stay request and shall promptly provide to Buyer promptly a copy of all the related filings notice of appeal or order of stay. Sellers shall also provide Buyer with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (dc) From and after the Execution Effective Date and prior to the Closing or the termination of this Agreement in accordance with Section 11.1, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. If Buyer is the Successful Bidder at the Auction, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) Sellers and Buyer each Purchaser acknowledge that this Agreement and the sale purchase of the Acquired Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval approval. Sellers and Purchaser acknowledge that to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the highest or otherwise best offer possible for the Acquired Assets, including, but not limited to, giving notice of the transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the Bankruptcy Court, and conducting an auction in respect of the Interests and the entry of Acquired Assets (the Sale Order. Sellers will pursue diligently the entry of the Sale Order under the Bid Procedures“Auction”). (b) Buyer agrees that it will promptly take such actions As soon as are reasonably requested by possible after execution of this Agreement, but in any event no later than two (2) Business Days after execution of this Agreement, Sellers to assist in obtaining entry of shall file the Bidding Procedures and Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contracts, including furnishing affidavits or other documents or information for filing Motion with the Bankruptcy Court for the purposesCourt, among others, of providing necessary assurances of performance by Buyer under this Agreement together with appropriate supporting papers and demonstrating that Buyer is a “good faith” purchaser under Section 363(mnotices. (c) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will shall use their respective commercially reasonable efforts to defend such appeal(s)obtain entry of the Bidding Procedures Order no later than seven (7) Business Days after filing the Bidding Procedures and Sale Motion. (cd) In the event an appeal is taken or a stay pending appeal is requested from requested, with respect to the Bidding Procedures Order or the Sale Order, Sellers shall use their best efforts to defend and oppose such appeal and promptly notify Buyer Purchaser of such appeal or stay request and shall promptly provide to Buyer Purchaser a copy of all the related filings notice of appeal or order of stay. Sellers shall also provide Purchaser with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (de) From and after the Execution Date Effective Date, provided that Purchaser is the Successful Bidder at the Auction and prior to has not defaulted in any material respect in the Closing or the termination performance of any of its obligations under this Agreement, Sellers shall not take any action which that is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended toin, or fail to take any action the intent of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bid Bidding Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) Sellers and Buyer each Purchaser acknowledge that this Agreement and the sale of the Purchased Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval approval. On the Petition Date, Sellers shall file a motion with the Bankruptcy Court seeking entry of the Bidding Procedures Order and Seller shall use their best efforts to cause a hearing on such motion to be held within 14 days of the Petition Date. (b) As soon as reasonably possible after the Parties execute this Agreement, but in any event no later than five Business Days after the Parties execute this Agreement, Sellers shall file the Sale Motion with the Bankruptcy Court, together with required supporting papers and required notices. Sellers shall give prompt notice to Purchaser of (i) any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated hereby is not likely to be obtained prior to Closing and (ii) any written objection or proceeding that challenges such transactions or the entry of the Sale Order. Sellers will pursue diligently the entry of the Sale Order under the Bid Procedures. (b) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s). (c) In the event an appeal is taken or a stay pending appeal is requested from requested, with respect to the Bidding Procedures Order or the Sale Order, Sellers shall use their best efforts to defend and oppose such appeal and promptly notify Buyer Purchaser of such appeal or stay request and shall promptly provide to Buyer Purchaser a copy of all the related filings notice of appeal or order of stay. Sellers shall also provide Purchaser with written notice of any motion or application filed in accordance connection with Section 7.6. (d) any appeal from either of such orders. Sellers and Purchaser shall use their best reasonable efforts to defend any such appeal or stay. From and after the Execution Date and prior to the Closing or the termination of this Agreementdate hereof, Sellers shall not take any action which that is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended toin, or fail to take any action the intent of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bid Bidding Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) Sellers Seller and Buyer each acknowledge that this Agreement and the sale of the Purchased Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval approval. Seller and Buyer acknowledge that (i) to obtain such approval, Seller must demonstrate that they have taken reasonable steps to obtain the entry highest or otherwise best offer possible for the Purchased Assets, including, but not limited to, giving notice of the Sale Order. Sellers will pursue diligently transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the entry Bankruptcy Court, and conducting an auction in respect of the Sale Order Purchased Assets (the “Auction”), and (ii) Buyer must provide adequate assurance of future performance under the Bid ProceduresAssumed Contracts. (b) Buyer agrees that it will promptly take such actions As soon as are reasonably requested by Sellers to assist possible after the Parties execute this Agreement, but in obtaining entry of any event no later than five Business Days after the Parties execute this Agreement, Seller shall file the Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contracts, including furnishing affidavits or other documents or information for filing Motion with the Bankruptcy Court for the purposesCourt, among others, of providing necessary assurances of performance by Buyer under this Agreement together with required supporting papers and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s)required notices. (c) In the event an appeal is taken or a stay pending appeal is requested from requested, with respect to the Sale Order, Sellers Seller shall use their best efforts to defend and oppose such appeal and promptly notify Buyer of such appeal or stay request and shall promptly provide to Buyer a copy of all the related filings notice of appeal or order of stay. Seller shall also provide Buyer with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (d) From and after the Execution Date and prior to the Closing or the termination of this Agreementdate hereof, Sellers Seller shall not take any action which that is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended toin, or fail to take any action the intent of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Order.

Bankruptcy Court Approval. Within four business days of the execution of this Agreement (the "Sale Motion Date"), the Sellers shall file a motion or motions (the "Sale Motion") in form and substance acceptable to Buyer, with the Bankruptcy Court pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code and Bankruptcy Rule 9019 (i) seeking entry of an order approving, among other things, the Sales Procedures Provisions, (ii) scheduling a hearing to approve this Agreement; and (iii) seeking entry of the Asset Sale Order, as soon as possible but no later than December 1, 2003 or forty-one (41) days after the Sale Motion Date. (a) The Sellers and Buyer each acknowledge that this Agreement and shall use their reasonable best efforts to cause the sale of the Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval and to enter the entry of the Asset Sale Order. Sellers will pursue diligently the entry of the Sale Order under the Bid Procedures. (b) Buyer agrees that it will promptly take such actions as are reasonably requested by The Sellers agree to assist in obtaining entry use their reasonable best efforts to obtain Bankruptcy Court approval of the Asset Sale Order and a finding of adequate assurance of future performance by Buyer without any stay, modification, reversal or amendment adverse or unacceptable to Buyer. If any part of the Assigned Contracts, including furnishing affidavits Asset Sale Order or any other documents or information for filing with order of the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under relating to this Agreement and demonstrating that Buyer is shall be appealed by any Person (or a “good faith” purchaser under Section 363(m) petition for certiorari or motion for rehearing, reargument or stay shall be filed with respect thereto), each of the Bankruptcy Code. In the event the entry Sellers agrees to, and to cause each of the Bid Procedures Order or the Sale Order is appealedits Affiliates to, Sellers take all steps, and Buyer will use their respective commercially reasonable efforts best efforts, to defend against such appeal(s)appeal, petition or motion and to obtain an expedited resolution of such appeal. (c) In the event an appeal is taken or a stay pending appeal is requested from the Sale Order, The Sellers shall use their reasonable best efforts to defend and oppose such appeal and promptly notify Buyer cause the Bankruptcy Court to enter an order finding that any derivative stockholder Claims constitute the property of such appeal or stay request and shall promptly provide to Buyer a copy the bankruptcy estates of all related filings in accordance with Section 7.6the Sellers. (d) From At Closing, the Sellers shall deliver an executed stipulation (the "Dismissal Stipulation") in a form to be approved by the Bankruptcy Court and after approved by Buyer dismissing with prejudice the Execution Date adversary proceeding pending in the Bankruptcy Case and prior styled Botanicals International Extracts, Inc., et al. x. Xxxxxxx Botanicals, Inc., Adv. No. 03-01655 (the "Substantive Consolidation Claim"), and all underlying alleged claims and causes of action against Buyer and its Affiliates. The Sellers agree to extend the Closing or stay in respect of the Substantive Consolidation Claim, and all underlying alleged claims and causes of action against Buyer and its Affiliates, from the date hereof until the earlier of the termination of this Agreement, Sellers shall not take Agreement by any action which is intended to (or is reasonably likely to), or fail to take any action the intent (party or the reasonably likely result) of which failure to act is to, result in first business day after the reversal, voiding, modification or staying of Bankruptcy Court dismisses the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Substantive Consolidation Claim and such order becomes a Final Order.

Bankruptcy Court Approval. (a) Sellers As promptly as practicable after the date of execution of this Agreement, Seller shall file and Buyer each acknowledge that this Agreement and serve motions with the Bankruptcy Court seeking (i) an order approving Buyer's break-up fee described below, the bidding procedures relating to the sale of the Assets and the assumption Seller's assets under Section 363 of the Assigned Contracts by Buyer Bankruptcy Code, the notice procedures for the asset sale and assignment of setting a date for hearing on the Assets to Buyer are subject to Bankruptcy Court approval asset sale (the "Interim Order") and the entry of the (ii) a Sale Order. Sellers will pursue diligently the entry of the Sale Order under the Bid Procedures. (b) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers Seller shall use its best efforts to assist in obtaining entry of obtain the Interim Order no later than eight business days after the date hereof and shall use its best efforts to obtain a hearing on the Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contractsno later than November 30, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s)1996. (c) The Interim Order shall be substantially in the form attached hereto as Exhibit C, and the motions relating to the Interim Order and Sale Order shall be in form and substance satisfactory to Buyer. (d) Seller agrees to pay a $10 million break-up fee to Buyer upon the terms and conditions contained in the Interim Order. (e) Seller shall promptly make any filings, take all actions and use its best efforts to obtain any and all other approvals and orders necessary or appropriate for the consummation of the transactions contemplated hereby, subject to its obligations to comply with any order of the Bankruptcy Court. (f) In the event an appeal is taken from either of the Interim Order or a stay pending appeal is requested from the Sale Order, Sellers Seller shall use their best efforts to defend and oppose such appeal and promptly immediately notify Buyer of such appeal or stay request and shall promptly within one business day provide to Buyer with a copy of all the related filings notice of appeal. Seller shall also provide Buyer with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (d) From and after the Execution Date and prior to the Closing or the termination of this Agreement, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) Sellers The Company and Buyer each acknowledge that this Agreement and Agreement, the sale of the Assets Acquired Assets, and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer leases for certain TWEC Stores are subject to Bankruptcy Court approval approval. The Company and Buyer acknowledge that (i) to obtain such approval, the entry Company must demonstrate that it has taken reasonable steps to obtain the highest and best offer possible for the Acquired Assets, including, but not limited to, giving notice of the Sale Order. Sellers will pursue diligently transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the entry Bankruptcy Court, and conducting an auction (the “Auction”), and (ii) the Buyer must provide adequate assurance of the Sale Order future performance under the Bid Proceduresto-be assigned leases and executory contracts. (b) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry Within two (2) days after the execution of this Agreement, the Sale Order and a finding of adequate assurance of future performance by Buyer of Company shall file the Assigned Contracts, including furnishing affidavits or other documents or information for filing Bidding Procedures Motion with the Bankruptcy Court for Court, together with appropriate supporting papers and notices, seeking the purposesentry, among otherswithin seven days of the filing of such motion, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(mthe Bidding Procedures Order. (c) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will The Company shall use their respective its commercially reasonable efforts to defend such appeal(s)obtain entry of the Bidding Procedures Order no later than seven (7) days after filing the Sale Motion. (cd) In the event an appeal is taken or a stay pending appeal is requested requested, from either the Bidding Procedures Order or the Sale Order, Sellers the Company shall use their best efforts to defend and oppose such appeal and promptly immediately notify Buyer of such appeal or stay request and shall promptly provide to Buyer promptly a copy of all the related filings notice of appeal or order of stay. The Company shall also provide Buyer with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (de) From and after the Execution Effective Date hereof and prior to the Closing or extent Buyer is the termination of this Agreementsuccessful bidder at the Auction, Sellers the Company shall not take any action which that is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended tointended, or fail to take any action the intent of which failure to act is to, would result in the reversal, voiding, modification or staying of the Bid Bidding Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) The Sellers and Buyer each the Purchaser Parties acknowledge that this Agreement and the sale of the Acquired Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval approval. The Sellers and the Purchaser Parties acknowledge that (i) to obtain such approval, the Sellers must demonstrate that they have taken reasonable steps to obtain the highest or otherwise best offer possible for the Acquired Assets, including giving notice of the transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the Bankruptcy Court, and, if necessary, conducting an auction in respect of the Acquired Assets (the “Auction”), and (ii) the Purchaser must provide adequate assurance of future performance under the Assigned Contracts included in the Acquired Assets. (b) As soon as reasonably possible after execution of this Agreement, but in any event no later than five (5) Business Days after the Effective Date, the Sellers shall file the Motion to Approve the Bidding Procedures and Sale with the Bankruptcy Court, together with appropriate supporting papers and notices. (c) The Sellers shall use commercially reasonable efforts to obtain entry of the Sale Order. Sellers will pursue diligently the entry of the Sale Order under the Bid Procedures. (b) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s). (cd) In the event an appeal is taken or a stay pending appeal is requested requested, from either the Bidding Procedures Order or the Sale Order, the Sellers shall use their best efforts to defend and oppose such appeal and promptly notify Buyer the Purchaser of such appeal or stay request and shall promptly provide to Buyer the Purchaser a copy of all the related filings notice of appeal or order of stay. The Sellers shall also provide the Purchaser with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (de) From and after the Execution Date Effective Date, and prior to the Closing or extent the termination of this AgreementPurchaser Parties are the Successful Bidder at the Auction, the Sellers shall not take any action which that is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended toin, or fail to take any action the intent of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bid Bidding Procedures Order or the Sale Order. (f) If an Auction is conducted and the Purchaser Parties are not the Successful Bidder at the conclusion of such Auction, the Purchaser Parties shall be required to serve as the back-up bidder if the Purchaser Parties are the next highest or otherwise next best bidder at the Auction (such party that is the next highest or otherwise best bidder at the Auction, the “Back-Up Bidder”) and, if the Purchaser Parties are the Back-Up Bidder, the Purchaser Parties shall be required to keep their bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon by the Purchaser Parties in the Auction) open and irrevocable until the date on which this Agreement is terminated in accordance with Section 7.1. The Purchaser Parties agree that if the Purchaser Parties are the Back-Up Bidder, any order approving a sale of some or all of the Acquired Assets to the Successful Bidder shall, subject to approval by the Bankruptcy Court, provide that if the Successful Bidder fails to consummate the sale transaction, the Purchaser Parties shall be deemed to have the new prevailing bid, and the Sellers shall be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon by the Purchaser Parties in the Auction) with the Purchaser Parties. (g) The Purchaser Parties agree to use their commercially reasonable efforts to obtain approval of this Agreement and the sale of the Acquired Assets by the Bankruptcy Court, including by providing adequate assurance of future performance under the Assigned Contracts included in the Acquired Assets; provided, that the Purchaser Parties shall not be required pursuant to this Section 5.7(g) to pay any fee, cost or expense or incur any other liability to a counterparty to an Assigned Contract in order to provide such adequate assurance of future performance.

Bankruptcy Court Approval. (a) Sellers and Buyer each acknowledge that this Agreement and the sale of the Oil and Gas Assets and the assumption and assignment of the Assigned Contracts by Buyer and assignment Assigned Table of Contents Leases and Interests and the rejection of the Assets to Buyer Rejected Contracts are subject to Bankruptcy Court approval approval. Sellers and Buyer acknowledge that (i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the entry highest and otherwise best offer possible for the Oil and Gas Assets, and that such demonstration shall include giving notice of the Sale Order. Sellers will pursue diligently transactions contemplated by this Agreement to creditors and other interested parties as ordered by the entry of the Sale Order under the Bid Procedures. Bankruptcy Court, and (bii) Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of must provide adequate assurance of future performance by Buyer of under the Assigned to-be-assigned Leases and executory Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s). (cb) In the event an appeal is taken or a stay pending appeal is requested requested, from the Sale Order, Sellers shall use their best efforts to defend and oppose such appeal and promptly notify Buyer of such appeal or stay request and shall promptly provide to Buyer promptly a copy of all the related filings notice of appeal or order of stay. Sellers shall also provide Buyer with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (dc) From and after the Execution Date date of execution of this Agreement and prior to the Closing or the termination of this AgreementAgreement in accordance with Section 11.1, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is . (d) Sellers shall, prior to the Successful Bidder at Closing Date, cause the Auction Contracts listed on Schedule 7.4(d) (as defined in the Bid Procedures), Sellers shall not take any action which is intended to, or fail “Rejected Contracts”) to take any action the intent of which failure be rejected pursuant to act is to, result in the reversal, voiding, modification or staying a Final Order of the Bid Procedures Order or the Sale OrderBankruptcy Court.

Bankruptcy Court Approval. (a) Sellers Seller and Buyer each acknowledge that this Agreement and the sale of the Purchased Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assets to Buyer are subject to Bankruptcy Court approval approval. Seller and Buyer acknowledge that (i) to obtain such approval, Seller must demonstrate that they have taken reasonable steps to obtain the entry highest or otherwise best offer possible for the Purchased Assets, including, but not limited to, giving notice of the Sale Order. Sellers will pursue diligently transactions contemplated by this Agreement to certain interested parties as required by applicable law, and conducting an auction pursuant to the entry Bidding Procedures in respect of the Sale Order under Purchased Assets (the Bid Procedures. “Auction”), and (bii) to the extent Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers is assuming the Assumed Agreements upon the terms and subject to assist in obtaining entry the conditions of the Sale Order and a finding of this Agreement, Buyer must provide adequate assurance of future performance by Buyer of under the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and Buyer will use their respective commercially reasonable efforts to defend such appeal(s)Assumed Agreements. (cb) In the event an appeal is taken or a stay pending appeal is requested from with respect to the Sale Order, Sellers Seller shall use their best efforts to defend and oppose such appeal and promptly notify Buyer of such appeal or stay request and shall promptly provide to Buyer a copy of all the related filings notice of appeal or order of stay. Seller shall also provide Buyer with written notice of any motion or application filed in accordance connection with Section 7.6any appeal from either of such orders. (dc) From and after the Execution Date Effective Date, and prior to the Closing or the termination of this Agreement, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If extent Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures)Auction, Sellers Seller shall not take any action which that is intended toto result in, or fail to take any action the intent of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Order.