Common use of Bankruptcy Court Order Clause in Contracts

Bankruptcy Court Order. The United States Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) shall have entered an order, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to, inter alia, Sections 105, 363 and 365 of the United States Bankruptcy Code, authorizing and approving, inter alia, the sale of the White Star Acquisition Properties to the Borrower on the terms and conditions set forth in the White Star Acquisition Documents, free and clear of all claims, liens and interests, and containing findings of fact and conclusions of law that the Borrower has acted in “good faith” within the meaning of Section 363(m) of the United States Bankruptcy Code in connection with the White Star Acquisition Documents, which order shall in any event provide that, on the First Amendment Effective Date and concurrently with the First Amendment Effective Date, the White Star Acquisition Properties shall be transferred to the Obligors free and clear of all then-existing claims, liens and interests including, without limitation, free and clear of Liens (including, for the avoidance of doubt, (a) free and clear of all successor liability and (b) free and clear of any and all liabilities, obligations, conditions, claims or other interests associated with the Excluded Contracts (as defined in the White Star Acquisition Documents) (it being understood and acknowledged that all firm transportation contracts applicable to the White Star Acquisition Properties shall be Excluded Contracts), and such sale order shall have become a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order shall not prevent such order from being a Final Order.

Bankruptcy Court Order. The United States (a) Lancer Partners shall use best efforts to, on an expeditious basis, file with the U.S. Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) shall have entered an ordera motion or motions, in form and substance reasonably satisfactory acceptable to the Administrative AgentPurchaser and Sellers, pursuant to, inter alia, Sections 105, 363 and 365 seeking entry of the United States Bankruptcy Code, authorizing and Order (A) approving, inter aliaamong other things, (i) the execution and delivery of this Agreement by Lancer Partners, (ii) the sale by Lancer Partners of the White Star Acquisition Properties Lancer Partners Shares to the Borrower on Purchaser in accordance with the terms and conditions set forth of this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the White Star Acquisition DocumentsLancer Partners Shares, pursuant to Section 363 of the Bankruptcy Code, free and clear of all claims, liens Claims and interests, (iv) the requirement that additional offers or bids be made for the purchase and containing findings of fact and conclusions of law that the Borrower has acted in “good faith” within the meaning of Section 363(m) sale of the United States Bankruptcy Code Lancer Partners Shares upon identical terms, conditions and provisions contained in this Agreement, except for a higher purchase price, and (v) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Partners is a party, the consummation of the transactions contemplated hereby and thereby and otherwise in connection with the White Star Acquisition Documentspurchase and sale of the Lancer Partners Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Offshore Shares, which order shall in that provides that any event provide that, on the First Amendment Effective Date rights and concurrently with the First Amendment Effective Date, the White Star Acquisition Properties shall be transferred claims of Lancer Partners to the Obligors free and clear of all then-existing claims, liens and interests including, without limitation, free and clear of Liens (including, for the avoidance of doubt, (a) free and clear of all successor liability and (b) free and clear of any and all liabilities, obligations, conditions, claims or other interests associated with the Excluded Contracts (as defined in the White Star Acquisition Documents) (it being understood and acknowledged that all firm transportation contracts applicable Lancer Offshore Shares is limited to the White Star Acquisition Properties shall be Excluded Contracts)proceeds of the sale of the Lancer Offshore Shares, and such sale order that further provides that Lancer Partners shall have become a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court of competent jurisdiction no claims as against Purchaser with respect to the relevant subject matterLancer Offshore Shares or its purchase thereof. (b) Prior to entry of the Bankruptcy Order, Sellers shall accurately inform the U.S. Bankruptcy Court of all material facts of which they are aware relating to this Agreement and the transactions contemplated hereby. In complying with this Section 5.03(b), Sellers shall not be constrained in any manner by the confidentiality restrictions set forth in Section 5.02 hereof. Purchaser and Sellers agree to use their reasonable commercial efforts to cause the U.S. Bankruptcy Court to enter the Bankruptcy Order on an expeditious basis. (c) If a Bankruptcy Order or any other orders of the U.S. Bankruptcy Court relating to this Agreement shall be appealed by any Person (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), each Seller agrees to use reasonable best efforts to defend against such appeal, petition or motion and to obtain an expedited resolution of such appeal, and Purchaser agrees to cooperate reasonably in such efforts; provided, however, that nothing herein shall preclude the parties hereto from consummating the transactions contemplated herein if the Bankruptcy Order shall have been entered and has not been reversedstayed and Purchaser, stayedin its sole discretion, modified, or amended, and as to which waives in writing the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided requirement that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may Order be filed relating to such order shall not prevent such order from being a Final Order. (d) Sellers shall consult with Purchaser at Purchaser’s request concerning the status of the Bankruptcy Order and the Bankruptcy Case. Sellers further covenant and agree that the terms of any plan of reorganization submitted by any Seller to the U.S. Bankruptcy Court for confirmation shall not conflict with the terms of this Agreement and the rights of Purchaser hereunder, or prevent, interfere or delay in any material respect with the consummation or performance of the transactions contemplated by this Agreement including any transaction that is contemplated by or approved pursuant to the Bankruptcy Order.

Bankruptcy Court Order. The United States (a) Lancer Partners shall use best efforts to, on an expeditious basis, file with the U.S. Bankruptcy Court (or the Transferee Court, in the event that, prior to the entry of the Bankruptcy Order by the U.S. Bankruptcy Court, the Transfer Order has been approved, and the venue for the Western District of Oklahoma (Bankruptcy Case has been transferred to the “Bankruptcy Transferee Court”) shall have entered an order), a motion or motions, in form and substance reasonably satisfactory acceptable to Purchaser and Sellers, seeking entry of the Bankruptcy Order approving, among other things, (i) the execution and delivery of this Agreement by Lancer Partners, (ii) the sale by Lancer Partners of Lancer Partners' right, title and interest in and to the Administrative AgentBankruptcy Estate Assets, (iii) the vesting in Purchaser of Lancer Partners' right, title and interest in and to the Bankruptcy Estate Assets, pursuant to, inter alia, Sections 105, to Section 363 and 365 of the United States Bankruptcy CodeCode and (iv) the insulation of the Receiver, authorizing in all respects, from any and approvingall Liability or Losses arising in connection with this Agreement, inter aliaany of the Collateral Agreements to which Lancer Partners is a party, the sale consummation of the White Star Acquisition Properties to the Borrower on the terms transactions contemplated hereby and conditions set forth in the White Star Acquisition Documents, free thereby and clear of all claims, liens and interests, and containing findings of fact and conclusions of law that the Borrower has acted in “good faith” within the meaning of Section 363(m) of the United States Bankruptcy Code otherwise in connection with the White Star Acquisition Documentspurchase and sale of the Assets. (b) Prior to entry of the Bankruptcy Order, Sellers shall accurately inform the U.S. Bankruptcy Court of all material facts of which order they are aware relating to this Agreement and the transactions contemplated hereby. In complying with this SECTION 5.03(b), Sellers shall not be constrained in any manner by the confidentiality restrictions set forth in SECTION 5.02 hereof. Purchaser and Sellers agree to use their reasonable commercial efforts to cause the U.S. Bankruptcy Court (or the Transferee Court, in the event provide that, on prior to the First Amendment Effective Date and concurrently with entry of the First Amendment Effective DateBankruptcy Order by the U.S. Bankruptcy Court, the White Star Acquisition Properties shall be Transfer Older has been approved, and the venue for the Bankruptcy Case has been transferred to the Obligors free Transferee Court), to enter the Bankruptcy Order on an expeditious basis. (c) If a Bankruptcy Order or any other orders of the U.S. Bankruptcy Court (or the Transferee Court, in the event that, prior to the entry of the Bankruptcy Order by the U.S. Bankruptcy Court, the Transfer Order has been approved, and clear of all then-existing claims, liens and interests including, without limitation, free and clear of Liens (including, the venue for the avoidance of doubt, (a) free and clear of all successor liability and (b) free and clear of any and all liabilities, obligations, conditions, claims or other interests associated with the Excluded Contracts (as defined in the White Star Acquisition Documents) (it being understood and acknowledged that all firm transportation contracts applicable Bankruptcy Case has been transferred to the White Star Acquisition Properties Transferee Court) relating to this Agreement shall be Excluded Contracts), and such sale order shall have become appealed by any Person (or a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), Lancer Partners agrees to use reasonable best efforts to defend against such appeal, petition or motion and to obtain an expedited resolution of such appeal, and Purchaser agrees to cooperate reasonably in such efforts. (d) Sellers shall consult with Purchaser at Purchaser's request concerning the status of the Bankruptcy Order and the Bankruptcy Case. Sellers further covenant and agree that the terms of any plan of reorganization submitted by any Seller to the U.S. Bankruptcy Court (or the Transferee Court, in the event that, prior to the entry of the Bankruptcy Order by the U.S. Bankruptcy Court, the Transfer Order has been timely takenapproved, and the venue for the Bankruptcy Case has been transferred to the Transferee Court) for confirmation shall not conflict with the terms of this Agreement and the rights of Purchaser hereunder, or as to which prevent, interfere or delay in any appeal that has been taken material respect with the consummation or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided that the possibility that a motion under Rule 60 performance of the Federal Rules of Civil Procedure, transactions contemplated by this Agreement including any transaction that is contemplated by or any analogous rule under approved pursuant to the Bankruptcy Rules, may be filed relating to such order shall not prevent such order from being a Final Order.

Bankruptcy Court Order. The United States By March 10, 1996, the Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) shall have entered an order, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to, inter alia, Sections 105, 363 and 365 of the United States Bankruptcy Code, authorizing and approving, inter alia, order approving the sale of the White Star Acquisition Properties Assets, enabling Carolco to sell, transfer and deliver the Borrower on the terms Assets to Canal+ Free and conditions Clear of all liens, claims, interests, and other encumbrances, except as set forth in Schedule 8.4(a) and except for the White Star Acquisition Documents, free and clear of all claims, liens and interests, and containing Assumed Obligations. The Bankruptcy Court shall issue separate findings of fact and conclusions of law that the Borrower has that: (a) Canal+ acted in “good faith” within the meaning of faith under Bankruptcy Code Section 363(m) of the United States Bankruptcy Code in connection with the White Star Acquisition Documents, which order shall in any event provide that, on the First Amendment Effective Date and concurrently with the First Amendment Effective Date, the White Star Acquisition Properties shall be transferred to the Obligors free and clear of all then-existing claims, liens and interests including, without limitation, free and clear of Liens (including, for the avoidance of doubt, (a) free and clear of all successor liability and or otherwise; (b) free notice of the hearing concerning approval of the sale and clear that the transactions contemplated thereby (x) was given in accordance with applicable Bankruptcy Rules and any applicable order of any the Bankruptcy Court and (y) constitutes such notice is appropriate under the particular circumstances and in accordance with Bankruptcy Code Section 102(l)(A); (c) Carolco has the legal right and capacity to convey, and all liabilitiesof the right, obligationstitle, conditionsand interest owned or held by Carolco in and to the Assets as described in this Agreement can and shall be conveyed and transferred to Canal+ Free and Clear of all liens, claims claims, charges, pledges, security interests or other interests associated with encumbrances other than the Excluded Contracts Assumed Obligations and other than as set forth in Schedule 8.4(a); and (as defined in the White Star Acquisition Documentsd) (it being understood and acknowledged that all firm transportation contracts applicable to the White Star Acquisition Properties Canal+ shall only be Excluded Contracts)liable, and such sale order shall have become a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matterexecutory contracts that are assumed by Carolco and assigned to Canal+, which has not been reversed, stayed, modified, or amendedfor liabilities and obligations in accordance with the terms of this Agreement, and such executory contracts can and shall be assumed by Carolco and assigned to Canal+. Nothing in this Paragraph 12.1(d) shall relieve Canal+ of its obligations in respect of Participations as to which the time to appeal or seek certiorari has expired and no appeal or petition described in Paragraph 6.3. (e) Canal+ shall not be liable for certiorari has been timely taken, or as to which any appeal that has been taken or obligations in respect of any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedureclaims, demands, proceedings or litigation referred to in Schedule 8.5 or for any analogous rule Participations or Residuals other than those specifically agreed to under the Bankruptcy Rules, may be filed relating to such order shall Agreement or for any other obligations not prevent such order from being a Final Orderspecifically assumed under this Agreement.

Bankruptcy Court Order. (s). The United States Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) shall have entered an orderthe Sale Order within three (3) business days following the Sale Hearing, in form and substance reasonably satisfactory which includes, among other things (i) a finding that the Purchased Assets shall be sold to the Administrative Agent, pursuant to, inter alia, Sections 105, 363 and 365 of the United States Bankruptcy Code, authorizing and approving, inter alia, the sale of the White Star Acquisition Properties to the Borrower on the terms and conditions set forth in the White Star Acquisition Documents, Purchaser free and clear of all claimsliens, liens claims and interestsencumbrances pursuant to section 363(f) of the Bankruptcy Code, and containing findings of fact and conclusions of law (ii) provision that the Borrower has acted in “Purchaser is a good faith” within faith purchaser entitled to the meaning protection of Section section 363(m) of the United States Bankruptcy Code and a waiver of the stays set forth in connection with Bankruptcy Rules 6004(g) and 6006(d), (iii) authorization for Sellers' assumption and assignment to Purchaser of the White Star Acquisition DocumentsCorporate Office Lease, which order shall in any event provide that, on the First Amendment Effective Date and concurrently with the First Amendment Effective Date(iv) subject to Section 10.1 hereof, the White Star Acquisition Properties shall be transferred exemption of the transactions contemplated herein from certain taxes under section 1146(c) of the Bankruptcy Code, (v) the retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and Purchaser, and further to hear and determine any and all disputes between Sellers and/or Purchaser, as the Obligors free case may be, and clear of all thenany non-existing claimsSeller party to, liens among other things, the Corporate Office Lease, any Assigned Contract or Assigned Lease, as applicable, concerning, inter alia, J&D's assumption and interests includingassignment thereof to Purchaser under this Agreement, without limitation, free and clear of Liens (vi) authorizing and approving the Agency and License Agreement (including, but not limited to, the Sellers' grant to Purchaser (individually and together with any agent(s) as may be selected by Purchaser, in its sole discretion) of a license (the "Store Closing License") to --------------------- use certain of Sellers' Stores for the avoidance purpose of doubtconducting "store closing," "total liquidation" or similar theme inventory liquidation sales ("Store Closing ------------- Sales") in the Sellers' Stores as shall be designated by Purchaser prior to the ----- expiration of the Lease Election Period hereunder (collectively, the "Closing ------- 40 Locations"), with such Store Closing Sales to be (a) free for the sole account and clear --------- benefit of all successor liability and the Purchaser, (b) free completed by Purchaser no later than January 10, 2001, and clear of any (c) conducted in accordance with procedures reasonably satisfactory to Purchaser, and all liabilities, obligations, conditions, claims or other interests associated further consistent with such procedures as have previously been approved by the Excluded Contracts (as defined Bankruptcy Court in the White Star Acquisition DocumentsCase. The Sale Order shall contain provisions included in Exhibit 7.5 (i) (it being understood and acknowledged that all firm transportation contracts applicable grant Purchaser the Store Closing License to use the White Star Acquisition Properties shall be Excluded Contracts), and such sale order shall have become a Final Order. “Final Order” means an order or judgment Closing Locations for the duration of the United States Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order shall not prevent such order from being a Final OrderStore Closing Sales thereat.

Bankruptcy Court Order. The United States Bankruptcy Court for shall have entered orders in the Western District forms set forth in Exhibit C, as amended, modified or supplemented with the prior written consent of Oklahoma Parent (the “Bankruptcy CourtCourt Orders”) shall have entered an order, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to, inter alia, Sections 105, 363 and 365 of the United States Bankruptcy Code, authorizing and approving, inter aliaapproving the entry by SunEdison and any other Debtor party thereto into the Settlement Agreement, the sale of the White Star Acquisition Properties to the Borrower on the terms Voting and conditions set forth in the White Star Acquisition Documents, free Support Agreement and clear of all claims, liens and interests, and containing findings of fact and conclusions of law that the Borrower has acted in “good faith” within the meaning of Section 363(m) of the United States Bankruptcy Code any other agreement entered into in connection with the White Star Acquisition DocumentsMerger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Parent shall not be required with respect to amendments, which order shall in any event provide that, on modifications or supplements to the First Amendment Effective Date forms of the Bankruptcy Court Orders that are immaterial and concurrently with the First Amendment Effective Datenot adverse to Parent, the White Star Acquisition Properties Company, this Agreement and the transactions contemplated herein. The Bankruptcy Court Orders shall be transferred to the Obligors free in full force and clear of all then-existing claims, liens effect and interests including, without limitation, free and clear of Liens (including, for the avoidance of doubt, (a) free and clear of all successor liability and (b) free and clear of any and all liabilities, obligations, conditions, claims or other interests associated with the Excluded Contracts (as defined in the White Star Acquisition Documents) (it being understood and acknowledged that all firm transportation contracts applicable to the White Star Acquisition Properties shall be Excluded Contracts), and such sale order shall have become a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court entered by the clerk of competent jurisdiction with respect to the relevant subject matterBankruptcy Court on the docket in the SunEdison Bankruptcy Case, which has not been modified, amended, reversed, stayed, modified, vacated or amended, stayed and as to which (a) the time to appeal appeal, petition for certiorari, or seek certiorari move for a new trial, reargument or rehearing has expired and as to which no appeal or appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been timely takensought, either (i) no stay of such order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or as to which any appeal that (iii) if a stay of such order or judgment has been taken granted, then (x) the stay shall have been dissolved or any petition for certiorari that has (y) such order or judgment of the Bankruptcy Court shall have been or may be filed has been resolved affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order or judgment was appealed or from which certiorari was sought; provided shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy RulesProcedure, may be filed relating to such order order, shall not prevent cause such order from being not to be a Final Order.

Bankruptcy Court Order. (i) The United States Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) shall have entered an order, order in form and substance reasonably satisfactory to the Administrative AgentPurchaser that provides for, pursuant to, inter alia, Sections 105, 363 and 365 among other things: approval of the United States Bankruptcy Code, authorizing and approving, inter alia, the sale of the White Star Acquisition Properties Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the Borrower on sale of the terms and conditions set forth in the White Star Acquisition Documents, Assets to Purchaser shall be free and clear of all claimsliens, liens claims and interestsencumbrances of any nature whatsoever; a finding that Purchaser purchased the Assets in good faith for the purposes of Bankruptcy Code Section 363(m); approval pursuant to Bankruptcy Code Section 365 of the assumption by Seller and assignment to Purchaser of each of the Business Contracts of Interscience; and (ii) the time for the filing of a motion for reconsideration or an appeal of the order approving this Agreement shall have passed and no such motion or appeal is pending, except however that (iii) Purchaser may waive the requirement of (ii) above and containing findings Seller agrees that in the event of fact and conclusions of law that such waiver, Seller will cooperate with Purchaser's requested Closing Date. (b) In addition to the Borrower has acted in “good faith” within the meaning provisions of Section 363(m5.010(a) above, the Bankruptcy Court order approving this Agreement and the sale of the United States Assets to Purchaser shall provide expressly that all rights of Seller to conduct its Xerox Laser Printer Maintenance Business acquired as successor to the rights of LSE, whether those rights are contractual or pursuant to court order, are assumed by Interscience and transferred and assigned to Purchaser without limitation pursuant to Bankruptcy Code Sections 363 and 365. 24 29 ARTICLE VI. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 6.01 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in connection with this Agreement, Purchaser and Seller have the White Star Acquisition Documentsright to rely fully upon the representations, which order shall warranties, covenants and agreements of the other contained in any event provide thatthis Agreement. The representations, on warranties, covenants and agreements of Purchaser and Seller contained in this Agreement will survive the First Amendment Effective Date and concurrently with the First Amendment Effective Date, the White Star Acquisition Properties shall be transferred to the Obligors free and clear of all then-existing claims, liens and interests including, without limitation, free and clear of Liens (including, for the avoidance of doubt, Closing (a) free for one year with respect to (i) the representations and clear of all successor liability warranties contained in Section 2.02 and Section 3.02 (Authority) and 2.21 (Disclosure) and (ii) the covenants and agreements contained in Sections 1.01 (Assets), 1.02 (Liabilities), 1.05 (Further Assurances), 10.04 (Expenses) and 10.06 (Confidentiality), and (b) free and clear of any and all liabilities, obligations, conditions, claims or other interests associated with the Excluded Contracts (as defined in the White Star Acquisition Documents) (it being understood and acknowledged that all firm transportation contracts applicable to the White Star Acquisition Properties shall be Excluded Contracts), and such sale order shall have become a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court of competent jurisdiction with respect to all other covenants, representations and warranties, until sixty (60) days following the relevant subject matterlast date on which such covenant or agreement is to be performed or, which has not been reversedif no such date is specified, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was soughtone year; provided that the possibility any representation, warranty, covenant or agreement that a motion under Rule 60 of the Federal Rules of Civil Procedurewould otherwise terminate in accordance with clause (a), or any analogous rule under the Bankruptcy Rules, may be filed relating (b) above will continue to survive if an Indemnity Notice shall have been timely given on or prior to such order shall not prevent such order from being a Final Ordertermination date, until the related claim for indemnification has been satisfied or otherwise resolved.