Common use of Bankruptcy Court Order Clause in Contracts

Bankruptcy Court Order. (i) The Bankruptcy Court shall have entered an order in form and substance satisfactory to Purchaser that provides for, among other things: approval of the sale of the Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the sale of the Assets to Purchaser shall be free and clear of all liens, claims and encumbrances 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 Seller agrees that in the event of such waiver, Seller will cooperate with Purchaser's requested Closing Date. (b) In addition to the provisions of Section 5.010(a) above, the Bankruptcy Court order approving this Agreement and the sale of the 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.

Bankruptcy Court Order. (i) The Bankruptcy Court Within seven days after execution of this Agreement, the Seller shall have entered file with the bankruptcy court a motion for an order in form and substance satisfactory to Purchaser that provides for, among other things: approval of authorizing the sale of the Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the sale of the Assets to Purchaser shall be corporate shell free and clear of all liens, claims and encumbrances of any nature whatsoever; a finding interests under 11 U.S.C. section 363 (the "Motion"). The Motion shall be in substantially the same form as that attached as Exhibit B hereto and include the following requests, but Purchaser purchased understands that the Assets in good faith for the purposes of Bankruptcy Code Section 363(m); approval pursuant to Bankruptcy Code Section 365 granting vel non of the assumption by Seller and assignment to Purchaser of each requests is within the power of the Business Contracts bankruptcy court and that all requests may not be granted. If any request is not granted, Purchaser may elect not to proceed with this agreement upon written notice to Seller as set forth below. In that event, within two business days after receipt of Interscience; and written notice electing not to proceed, the Seller shall deliver the Reserve (iidefined below) the time for the filing of a motion for reconsideration or an appeal to Purchaser, including all interest earned to date. The granting of the order approving requests set forth in subparagraphs (a) through (e), by the court, shall be conditions precedent to closing of this Agreement sale unless Purchaser chooses to close despite the court’s failure to grant some of the requests. (a) That Seller shall have passed be authorized to sell and no such motion or appeal is pendingPurchaser shall be authorized to purchase the Asset free and clear of all liens, except however that (iii) Purchaser may waive the requirement of (ii) above claims and Seller agrees that in the event of such waiver, Seller will cooperate with Purchaser's requested Closing Date.interests under 11 U.S.C. section 363(f); (b) In addition That any and all interests SAMPLE may have in any real or personal property, excluding the corporate shell of SAMPLE, shall remain in the SAMPLE estate for further administration under the Bankruptcy Code, and shall no longer be owned or controlled by SAMPLE; (c) That there be a finding pursuant to 11 U.S.C. section 363(m) that the purchase of the Asset under this agreement is in good faith and that the Purchaser is a good faith purchaser entitled to the provisions protections of Section 5.010(a11 U.S.C. section 363(m); (d) aboveThat upon closing, the Bankruptcy Court order approving this Agreement existing officers and directors of SAMPLE will be deemed removed from office; (e) That upon closing, the sale of the Assets Seller shall deliver to Purchaser shall provide expressly a stock power in substantially the same form as that all rights attached as Exhibit C hereto assigning, conveying and otherwise transferring the total issued an outstanding preferred stock of Seller SAMPLE 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.Purchaser; and

Bankruptcy Court Order. (i) The Bankruptcy Court Within seven days after execution of this Agreement, the Seller shall have entered file with the bankruptcy court a motion for an order in form and substance satisfactory to Purchaser that provides for, among other things: approval of authorizing the sale of the Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the sale of the Assets to Purchaser shall be corporate shell free and clear of all liens, claims and encumbrances of any nature whatsoever; a finding interests under 11 U.S.C. section 363 (the "Motion"). The Motion shall include the following requests, but Purchaser understands that Purchaser purchased the Assets in good faith for the purposes of Bankruptcy Code Section 363(m); approval pursuant to Bankruptcy Code Section 365 granting vel non of the assumption by Seller and assignment to Purchaser of each requests is within the power of the Business Contracts bankruptcy court and that all requests may not be granted. If any request is not granted, Purchaser may elect not to proceed with this agreement upon written notice to Seller as set forth below. In that event, within two business days after receipt of Interscience; and written notice electing not to proceed, the Seller shall deliver the Reserve (iidefined below) the time for the filing of a motion for reconsideration or an appeal to Purchaser, including all interest earned to date. The granting of the order approving requests set forth in subparagraphs (a) through (e), by the court, shall be conditions precedent to closing of this Agreement sale unless Purchaser chooses to close despite the court’s failure to grant some of the requests. (a) That Seller shall have passed be authorized to sell and no such motion or appeal is pendingPurchaser shall be authorized to purchase the Asset free and clear of all liens, except however that (iii) Purchaser may waive the requirement of (ii) above claims and Seller agrees that in the event of such waiver, Seller will cooperate with Purchaser's requested Closing Date.interests under 11 U.S.C. section 363(f); (b) In addition That any and all interests Peregrine may have in any real or personal property, excluding the corporate shell of Peregrine, but including stock in Subsidiaries, shall remain in the Peregrine estate for further administration under the Bankruptcy Code, and shall no longer be owned or controlled by Peregrine or Seller; (c) That there be a finding pursuant to 11 U.S.C. section 363(m) that the purchase of the Asset under this agreement is in good faith and that the Purchaser is a good faith purchaser entitled to the provisions protections of Section 5.010(a11 U.S.C. section 363(m); (d) aboveThat upon closing, the Bankruptcy Court order approving this Agreement existing officers and directors of Peregrine Industries, Inc. will be deemed removed from office; (e) That within 60 days following the sale of the Assets to closing, Purchaser shall provide expressly that be authorized to: (i) appoint a new board of directors of Peregrine; (ii) amend Peregrine’s Articles of Incorporation to increase the authorized number of shares of common stock of Peregrine to 100,000,000 shares of common stock; (iii) issue up to 30,000,000 shares of common stock to the Purchaser and new management of Peregrine, which shall be appointed by the newly-constituted board of directors; (iv) authorize the board of directors to implement a reverse split of issued and outstanding common stock in a ratio to be determined by the board of directors (v) cancel and extinguish all common share conversion rights of Seller to conduct its Xerox Laser Printer Maintenance Business acquired as successor to the any kind, including without limitation, warrants, options, convertible bonds, other convertible debt instruments and convertible preferred stock; (vi) cancel and extinguish all preferred shares of every series and accompanying conversion 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 365any kind.

Bankruptcy Court Order. (i) The Bankruptcy Court Order shall have entered an order in form and substance satisfactory to Purchaser that provides forprovide, among other things: approval of , (a) that the sale and transfer of the Assets to Purchaser pursuant to the Operative Documents (i) is or will be a legal, valid and effective transfer of the Assets; and (ii) vests or will vest Purchaser with good and marketable title to the Assets owned by Purchaser and valid, subsisting and enforceable leasehold interests in all of the Assumed Leases and Assumed Furniture and Equipment Leases, and other contract rights in all of the Assumed Contracts, in each case, free and clear of all Liens (other than Liens created by Purchaser); (b) that the assignment to and assumption by Purchaser pursuant to the Operative Documents of the Assumed Contracts, the Assumed Furniture and Equipment Leases, and the Assumed Leases shall be approved by the Bankruptcy Code Court pursuant to Section 363365 of the Bankruptcy Code; (c) that the Assumed Contracts, the Assumed Furniture and Equipment Leases and the Assumed Leases shall be transferred to, and remain in full force and effect for the benefit of, Purchaser, notwithstanding any provision therein (including, without limitation, those described in Sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer; (d) that Purchaser is or will be a finding that good faith purchaser within the meaning of Section 363(m) of the Bankruptcy Code, and any reversal or modification on appeal of the Bankruptcy Court Order shall not affect the validity of the sale of the Assets to Purchaser shall be free and clear of all liens, claims and encumbrances of any nature whatsoever; a finding that Purchaser purchased the Assets in good faith for the purposes of Bankruptcy Code Section 363(m); approval as authorized pursuant to Bankruptcy Code Section 365 of the assumption by Seller and assignment to Purchaser of each of the Business Contracts of Intersciencethereto; and (iie) that the time for the filing terms 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 Seller agrees that in the event of such waiver, Seller will cooperate with Purchaser's requested Closing Date. (b) In addition to the provisions of Section 5.010(a) above, the Bankruptcy Court order approving this Agreement and the sale of transactions contemplated by this Agreement and the Assets to Purchaser shall provide expressly that all rights of Seller to conduct its Xerox Laser Printer Maintenance Business acquired as successor Operative Documents, to the rights of LSE, whether those rights are contractual or pursuant to court orderextent not approved in the Bidding Procedures Order, are assumed by Interscience and transferred and assigned to Purchaser without limitation pursuant to Bankruptcy Code Sections 363 and 365approved.

Bankruptcy Court Order. (ia) The On February 6, 2003, the Bankruptcy Court shall have entered an order in form and substance satisfactory the Sales Procedures Order, which was subsequently modified, prior to Purchaser that provides for, among other things: approval of the sale of date hereof. Sellers will not modify the Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the sale of the Assets to Purchaser shall be free and clear of all liens, claims and encumbrances 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 Seller agrees that in the event of such waiver, Seller will cooperate with PurchaserSales Procedures Order without Buyer's requested Closing Dateconsent. (b) In addition The Sale Procedures Order shall include provisions approving the payment of a fee in the amount of $15 million (the "Topping Fee") by Sellers to Buyer, which fee shall become payable upon the provisions earlier to occur of Section 5.010(a(x) above, the approval by the Bankruptcy Court order approving this Agreement of a sale or sales of a material portion of the Acquired Assets to a purchaser other than Buyer, and (y) the filing of a plan of reorganization that does not contemplate the sale of the Acquired Assets to Purchaser shall provide expressly Buyer in accordance with the terms hereof (in each case, provided that all rights such approval or filing has occurred prior to any termination of Seller to conduct its Xerox Laser Printer Maintenance Business acquired as successor to the rights of LSE, whether those rights are contractual or this Agreement pursuant to court orderArticle 9 hereof, an "Alternative Transaction"). The Topping Fee shall be paid in cash: (i) in the case of an Alternative Transaction described in clause (x) above, upon the date of the closing of the Alternative Transaction, without the requirement of any notice or demand from Buyer, directly from, and shall be secured by, the cash component of the consideration paid in such Alternative Transaction; or (ii) in the case of the filing of a plan of reorganization described in clause (y) above, from the assets of Sellers upon the approval of such plan by the Bankruptcy Court, without the requirement of any notice or demand from Buyer. The obligations of Sellers to pay the Topping Fee shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(1) of the Bankruptcy Code, shall not be subordinate to any other administrative expense claim, other than any superpriority claim granted under the DIP Order or any adequate protection order in existence at the time the Topping Fee is approved, and shall survive the termination of this Agreement in accordance with Section 9.2 hereof. (c) Concurrently with the filing of the applications or motions seeking approval of the Sale Procedures Order, each of the Sellers shall file with the Bankruptcy Court applications or motions seeking that the Bankruptcy Court enter the Bankruptcy Court Approval (the "Sale Motion"). (d) Buyer agrees that it will promptly take such actions as are assumed reasonably requested by Interscience and transferred and assigned Sellers, on behalf of Sellers, to Purchaser without limitation pursuant assist in obtaining the Bankruptcy Court Approval, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of demonstrating that Buyer is a "good faith" Buyer under Section 363(m) of the Bankruptcy Code. In the event the Bankruptcy Court Approval shall be appealed, Sellers shall use all reasonable efforts to Bankruptcy Code Sections 363 and 365defend such appeal.

Bankruptcy Court Order. (i) The Within seven days after execution of this Agreement, the Seller shall file with the Bankruptcy Court shall have entered a motion for an order in form and substance satisfactory to Purchaser that provides for, among other things: approval of authorizing the sale of the Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the sale of the Assets to Purchaser shall be Asset free and clear of all liens, claims and encumbrances interests under 11 U.S.C. section 363 (the "Motion"). The Motion shall request the entry of any nature whatsoever; a finding an order in substantially the same form as that attached as Exhibit A hereto and include the following findings (the “Order”), but Purchaser purchased understands that the Assets in good faith for granting vel non of such requests is within the purposes of Bankruptcy Code Section 363(m); approval pursuant to Bankruptcy Code Section 365 power of the assumption by Seller Bankruptcy Court and assignment to Purchaser of each that all requests may not be granted. The granting of the Business Contracts requests set forth in subparagraphs (a) through (e), by the Bankruptcy Court, shall be conditions precedent to closing of Interscience; and (ii) this sale unless Purchaser chooses to close despite the time for the filing of a motion for reconsideration or an appeal Bankruptcy Court’s failure to grant some of the order approving this Agreement requests. (a) That Seller shall have passed be authorized to sell and no such motion or appeal is pendingPurchaser shall be authorized to purchase the Asset free and clear of all liens, except however that (iii) Purchaser may waive the requirement of (ii) above claims and Seller agrees that in the event of such waiver, Seller will cooperate with Purchaser's requested Closing Date.interests under 11 U.S.C. section 363(f); (b) In addition That any and all interests ECOC may have in any real or personal property, excluding the corporate shell of ECOC, shall remain in the ECOC bankruptcy estate for further administration under the Bankruptcy Code, and shall no longer be owned or controlled by ECOC; (c) That there be a finding pursuant to 11 U.S.C. section 363(m) that the purchase of the Asset under this agreement is in good faith and that the Purchaser is a good faith purchaser entitled to the provisions protections of Section 5.010(a11 U.S.C. section 363(m); (d) aboveThat upon closing, the Bankruptcy Court order approving this Agreement existing officers and directors of ECOC will be deemed removed from office; (e) That upon closing, the sale Seller shall deliver to Innovation a stock power in substantially the same form as that attached as Exhibit B hereto assigning, conveying and otherwise transferring the total issued and outstanding convertible preferred stock of ECOC to Purchaser (the “Convertible Preferred Stock”) to the extent that ECOC is the holder of any currently issued and outstanding convertible preferred stock of ECOC (the “Stock Power”); (f) That all common share conversion rights of any kind, including without limitation, warrants, options, convertible bonds other convertible debt instruments, with the exception of the Assets to Convertible Preferred Stock, be cancelled; (g) That within ten (10) days of the date of closing (the "Closing Date"), the Purchaser shall provide expressly that all rights be authorized to appoint a new board of Seller directors of ECOC; and (e) That within ninety (90) days following the Closing Date, the newly appointed board of directors of ECOC shall be authorized to: (i) issue up to conduct 60,000,000 shares of common stock to Zenith or its Xerox Laser Printer Maintenance Business acquired as successor assigns; (ii) implement a reverse split of the issued and outstanding common stock in a ratio of approximately 5,000 to 1 or in a ratio further determined by the board of directors; (iii) alter, amend and otherwise change the rights and preferences of LSEany holder(s) of the Convertible Preferred Stock, whether those rights are contractual or pursuant including, specifically, the ratio at which each share of the Convertible Preferred Stock may be converted into the common stock of ECOC; and (iv) cause any and all reasonable actions to court orderbe taken to preserve ECOC's listing on the Over the Counter Pink Sheets Marketplace, are assumed by Interscience and transferred and assigned to Purchaser without limitation pursuant to Bankruptcy Code Sections 363 and 365including, specifically, the filing of an SEC Form 15, should it be deemed advisable.