Common use of Bankruptcy Court Orders Clause in Contracts

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file a motion with the Bankruptcy Court seeking an order approving, among other things, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser. (b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order of the Bankruptcy Court) and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court.

Bankruptcy Court Orders. (a) The Seller shall As soon as promptly as reasonably practicable, but practicable after the date hereof and in any event no later than two (2) three Business Days after the date of this Agreementhereof, CART shall file a motion with that seeks, on an expedited basis, the Bankruptcy Court seeking entry of an order (the "Sale Procedure Order") approving, among other things, the Sellerprocedures in connection with (i) CART's request to sell and assign, as applicable, the Purchased Shares Acquired Assets to the Purchaser Sub pursuant to this Agreement and Sections 363 363, 365 and 1146 of the Bankruptcy Code, free and clear of all interests or Encumbrances in or on the Purchased Shares Acquired Assets to the fullest extent of the Bankruptcy Court's authority to so order (the "Proposed Sale", " and the hearing to consider approval of the Proposed Sale, the "Sale Hearing"), (ii) establishing notice and service requirements to all creditors and parties in interest of the Proposed Sale and the Sale Hearing (including the Internal Revenue Service and all other Tax authorities with jurisdiction over the Seller or the Acquired Assets)and (iii) establishing thresholds for initial overbids consistent with those set forth in Section 5.02(g), the bidding procedures and setting a date for the Sale Hearing (collectively, the "Sale Procedures"), which shall be substantially in the form of Exhibit D. (b) The order approving the Proposed Sale (the "Section 363 Approval Order"). The Section 363 Order ) will be substantially in the form annexed hereto as Exhibit A E, provided that, in each case, any material changes to such form of order must be approved by Parent and Sub and the Sellers, and the motion relating to the Section 363 Approval Order will be in form and substance reasonably satisfactory to Parent and Sub. If (i) the PurchaserBankruptcy Court refuses to issue the Approval Order (except as otherwise provided in the preceding sentence) or (ii) an Alternative Transaction is approved by the Bankruptcy Court at the Sale Hearing, then in any such event, this transaction shall automatically terminate and the Sellers and Parent and Sub shall be relieved of any further liability or obligation hereunder. (bc) Subject to the SellerCART's obligations to comply with any order of the Bankruptcy Court (including, without limitation, including the Section 363 OrderSale Procedures), the Seller CART and the Purchaser Sub will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (cd) In CART shall file a motion requesting the Bankruptcy Court to hold a hearing on the sale of the Acquired Assets. CART shall use its best efforts to expedite the timing of the hearing so that it shall be held on or before the date 45 days after the date hereof but in no event an appeal is takenshall the hearing be held later than the date 60 days after the date hereof. (e) CART shall promptly provide Parent and Sub with drafts of all documents, motions, orders, filings or a stay pending appeal is requested pleadings that CART proposes to file with the Bankruptcy Court which relate to the consummation or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser approval of such appeal or stay request this Agreement and will provide Parent and Sub with reasonable opportunity to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsiderationreview such filings. The Seller will also promptly provide the Purchaser Parent and Sub with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (df) The Seller will notify, Sellers shall be responsible for the payment or satisfaction of any amounts as is required by pursuant to Section 365(a)(1)(A) of the Bankruptcy Code (as modified the "Cure Costs") necessary to cure any defaults and arrearages that exist on the Closing Date under the Assumed Contracts. (g) Parent and Sub acknowledge and understand that the Bankruptcy Court customarily requires that any offer to purchase a debtor's assets be subject to counteroffers by any order third parties and that the Bankruptcy Court may conduct a bidding process at or prior to the hearing on approval of the Bankruptcy Court) and reasonably requested by sale of the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions Acquired Assets contemplated by this Agreement; provided, includinghowever, without limitationthat the Sellers shall oppose, and shall not submit any motions, plans of reorganization or disclosure statements proposing, any counteroffer by a third party (i) pursuant to which the payment of any consideration is contingent upon the maker thereof meeting or exceeding any performance criteria or is payable solely out of any profits or a percentage of revenue of the maker, or (ii) if such counteroffer contains any non-cash consideration, the Section 363 Order, maker's capital structure is not at least as modified financially sound as that of Open Wheel and Sub (including any guarantees of their performance) and (iii) provides for a total purchase price payable pursuant to such counteroffer which does not exceed the Purchase Price payable by orders Sub hereunder by an amount in respect excess of notice which may be issued at any time and from time to time by the Bankruptcy Court$150,000.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after As of the date of this Agreement, file a motion with the Bankruptcy Court seeking an order approving, among other thingsClosing, the Seller's request sale of the Assets from Seller to sell and assign, as applicable, the Purchased Shares to the Purchaser Buyer pursuant to this Agreement and Sections shall have been approved by the Bankruptcy Court pursuant to section 363 and 1146 of the Bankruptcy Code, free Code and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", any motions filed and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be any orders approving such sale shall have been in form and substance reasonably satisfactory to Buyer and Seller and shall have contained, inter alia, the Purchaser. provisions set forth below (the "Approval Order"). The Approval Order shall have been entered and no stay of any nature imposed by any court of competent jurisdiction with respect to the Approval Order shall be pending as of the Closing. The Approval Order, which must be reasonably satisfactory in form and substance to Buyer, shall authorize Seller to enter into and consummate this Agreement and the transactions contemplated hereby, and further provide among other things that: (i) the transfers of the Assets by the Seller to Buyer pursuant to this Agreement (a) are or will be legal, valid and effective transfers of the Assets; (b) Subject vest or will vest Buyer with good title to the Assets (including good and marketable title to the Option Leases) free and clear of all Encumbrances; (c) constitutes the best offer or value received by Seller for the Assets transferred hereby; (d) do not and will not subject Buyer to any liability as a successor of Seller's obligations ; (e) the Bankruptcy Court retains jurisdiction to comply with any order enforce the provisions of this Agreement in all respects, (f) the provisions of the Approval Order are nonseverable and mutually dependent, (g) the transactions contemplated by this Agreement are undertaken by the Buyer in good faith, as that term is used in section 363(m) of the Bankruptcy Court Code, (h) pursuant to section 363(n) of the Bankruptcy Code, the consideration paid under this Agreement was not controlled by an agreement among potential bidders at the hearing, and (i) Buyer is authorized to conduct the Store Closing Sales as Seller's agent subject to the terms and conditions contained herein and in the Approval Order. Seller shall simultaneously with the motion to obtain the Approval Order seek and use its best efforts to obtain the entry of an order providing, among other things, that the transfers and assignments to Buyer contemplated by this Agreement (including, without limitation, the Section 363 Order)transfer and assignment of any Option Leases or Owned Stores) shall, pursuant to section 1146(c) of the Bankruptcy Code, not be subject to the imposition or payment of any transfer taxes of any nature. (b) Buyer shall be entitled to, and is not waiving, the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation protection of section 363(m) of the transactions contemplated herebyBankruptcy Code, the mootness doctrine or any similar statute or body of law if the Closing occurs in the absence of any one or more Final Orders. (c) In Promptly following execution of this Agreement, Seller shall have caused Buyer to be included on the event an appeal is takenBankruptcy Court's service list, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the and Seller will immediately notify the Purchaser of such appeal or stay request and will provide shall have promptly delivered to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and Buyer copies of any other papers filed with respect to the Option Leases, the Personalty Leases and the Owned Stores (e.g. by Met Life) and any motions, objections to any motions filed under, pursuant to or further notice of appeal, motion or application filed in connection with any appeal from this Agreement or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order of the Bankruptcy Court) and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time thereby prior to time by the Bankruptcy CourtClosing.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file a motion with use its reasonable efforts to schedule hearings on and obtain the Bankruptcy Court seeking Court’s entry of (A) an order approvingapproving the sale and bidding procedures in a form reasonably acceptable to Purchaser (the “Bidding Procedures Order”) on or before December 1, 2003, and (B) the Section 363/365 Order on or before December 23, 2003. (b) The Bidding Procedures Order shall provide, among other things, the Seller's request that (i) all payments to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to arising under this Agreement and Sections 363 and 1146 shall be obligations of Seller with priority as administrative expenses in the Chapter 11 Case; (ii) the first competing offer must be in an amount of at least $175,000 in excess of the Bankruptcy Code, free and clear Purchase Price; (iii) any subsequent competing offer must be in increments of no less than $50,000; (iv) all Encumbrances in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval competing bids must include no less than all of the Proposed Sale, the "Sale Hearing"Acquired Assets; (v) (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will all competing offers must be in form cash and substance reasonably satisfactory may not be contingent on financing necessary to consummate the Purchaser. transaction; (bvi) Subject to the Seller's obligations to comply with any order Seller shall provide notice of the Bankruptcy Court Sale Hearing to Seller’s creditors and publish such notice in a newspaper to be mutually agreed upon by the parties; and (including, without limitation, the vii) Seller shall provide each jurisdiction in which it or any of its subsidiaries are subject to tax with copies of any motion for entry of an Section 363 363/365 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (c) The Section 363/365 Order shall be in the form attached as Schedule 9.2(c) or such other form as mutually agreed upon by Purchaser and Seller. (d) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Bidding Procedures Order or Section 363 Order363/365 Order that alleges in any way that Purchaser is not a good faith purchaser, the Seller will shall immediately notify the Purchaser of such appeal or stay request and will shall provide to the Purchaser within two one (21) Business Days day a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will shall also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any either of such orders and any related briefs. Seller agrees to take all steps as may be reasonable and appropriate to defend against such appeal, petition of motion and to use its reasonable efforts to obtain an expedited resolution of such appeal, provided that nothing herein shall preclude the parties to this Agreement from consummating the Closing if the Section 363/365 Order shall have been entered and not been stayed and Purchaser (in its sole discretion) has waived in writing the condition set forth in Section 6.1(a), in which event Purchaser shall be able to assert the benefits of Section 363(m) of the Bankruptcy Code as a consequence of which such appeal shall become moot. (de) The Seller will notify, as is required shall use its reasonable efforts to file a motion or motions to reject any contracts so designated for rejection by the Bankruptcy Code Purchaser prior to the Closing Date. (as modified by f) In any order of presented to the Bankruptcy Court) Court for rejection of a contract or assumption and reasonably requested by the assignment of a Designated Contract to Purchaser, all parties entitled to notice Seller shall seek an order providing, among other things, that any restrictive covenants and/or confidentiality provisions for the benefit of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy CourtSeller are expressly preserved.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but hereby confirms that it is critical to the process of arranging an orderly sale of the Seller's assets to proceed by selecting the Purchaser to enter into this Agreement in any event no later than two (2) Business Days after the date of this Agreement, file a motion with order to present the Bankruptcy Court seeking an order approvingwith arrangements for obtaining the highest realizable prices for the assets and that, among other thingswithout the Purchaser having committed substantial time and effort to such process, the Seller's request estates of the Seller would have to sell employ a less orderly process of sale and assign, as applicablethereby both incur higher costs and risk attracting lower prices. Accordingly, the Purchased Shares contributions of the Purchaser to the Purchaser pursuant process have indisputably provided very substantial benefit to this Agreement and Sections 363 and 1146 the estates of the Bankruptcy Code, free Seller. The Seller acknowledges that the Purchaser would not have invested the effort in negotiating and clear of all Encumbrances in or on documenting this proposed transaction and incurring duties to pay its outside advisors if the Purchased Shares (Purchaser were not entitled to the "Proposed Sale", Break-Up Fee and the hearing to consider approval Reimbursement Expenses incurred as a result of the Proposed SalePurchaser's attempt to purchase the Acquired Assets, if the "Sale Hearing") (Purchaser is not the "Section 363 Order"). The Section 363 Order will be substantially in successful bidder for the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the PurchaserAcquired Assets. (b) Subject to Seller shall file the Seller's obligations to comply Chapter 11 Case within one business day after the execution of this Agreement. On or before two business days after the commencement of the Chapter 11 Case, Seller shall file a motion or motions with any order of the Bankruptcy Court to set a hearing (includingthe "Bidding Procedures Hearing") to consider entry of an order in a form reasonably acceptable to Purchaser (the "Bidding Procedures Order") approving bidding procedures, without limitationincluding among other things, (i) the Section 363 Order), the Seller Break-Up Fee and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any Reimbursement Expenses and all other approvals payments to Purchaser arising under this Agreement as joint and orders necessary or appropriate for consummation several obligations of the transactions contemplated hereby. Seller having priority as administrative expenses in the Chapter 11 Case, (cii) In all bidders must agree to be bound by all the event terms of this Agreement, except as modified to price only; (iii) all bidders must provide assurance adequate to Seller (in Seller's discretion) of their ability to perform the obligations pursuant to any bid; (iv) any competing offer must be in an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser amount of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy at least $400,000 in excess of the related notice of appeal Purchase Price and must provide for the direct payment to Purchaser on or order of stay or application for reconsideration. The Seller will also provide before the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order closing date of the Bankruptcy Courtother sale of the Break-Up Fee and Reimbursement Expenses; (v) any subsequent competing offer must be in increments of no less than $100,000; (vi) all competing offers must be in cash and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required may not be contingent on financing necessary to consummate the transactions contemplated by this Agreement, including, without limitation, transaction; (vii) Purchaser shall be entitled at its option to match any competing bids which offer shall be deemed a higher and better offer; (viii) Purchaser shall be entitled to credit the Section 363 Order, as modified by orders in respect of notice which may be issued at Break-Up Fee and Reimbursement Expenses against any time and from time to time by the Bankruptcy Court.competing offer; (

Bankruptcy Court Orders. In accordance with Section 7.16(c) of the Bankruptcy Plan, the Seller Parties shall cause the Dissolution Trustee to, within one (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (21) Business Days after Day following the date of execution of this AgreementAgreement by the parties, file a motion motion, which shall include a complete and fully-executed copy of this Agreement as an exhibit thereto, with the Bankruptcy Court seeking an order approvingapproval of the transactions contemplated hereby and/or, among other things, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant extent required by the Bankruptcy Court, recommendations as to findings of fact and conclusions of law with respect to this Agreement and Sections 363 the transactions contemplated hereby to be considered and 1146 of adopted by the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares District Court (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"“Bankruptcy Court Motion”). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser. (b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court Orders shall (including, without limitation, the Section 363 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser of unless such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required action has been previously approved by the Bankruptcy Code (as modified by any separate final order of the Bankruptcy Court) approve: (i) the form and reasonably requested by the Purchaser, all parties entitled to manner of notice of all motions, notices and orders required to consummate the transactions contemplated by Bankruptcy Court Motion; (ii) the Seller Parties’ performance under this Agreement; (iii) the Termination Fee, includingincluding the amount of such fee and the circumstances under which the Parties would become obligated to pay such fee; (iv) the Intercompany Merger; (v) the Interim Bank Merger; (vi) the delivery of the Cash Consideration to LFG upon conversion of Outstanding Bank Common Shares as a result of the Interim Bank Merger and the Specified Loans, without limitationand any proceeds thereof, in each case free and clear of any and all Liens of any Person, in accordance with the Bankruptcy Plan; (vii) the transfer of the Cash Consideration and the Specified Loans from the Dissolution Trustee to the LFG Trustee in accordance with the Bankruptcy Plan, free and clear of any and all liens and (viii) Acquiror as a good faith purchaser under Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy CourtCode.

Bankruptcy Court Orders. (a) The Seller shall hereby confirms that it is critical to the process of arranging an orderly sale of the Seller's assets to proceed by selecting the Purchaser to enter into this Agreement in order to present the Bankruptcy Court with arrangements for obtaining the highest realizable prices for the assets and that, without the Purchaser having committed substantial time and effort to such process, the estates of the Seller would have to employ a less orderly process of sale and thereby both incur higher costs and risk attracting lower prices. Accordingly, the contributions of the Purchaser to the process have indisputably provided very substantial benefit to the estates of the Seller. The Seller acknowledges that the Purchaser would not have invested the effort in negotiating and documenting this proposed transaction and incurring duties to pay its outside advisors if the Purchaser were not entitled to the Break-Up Fee and Reimbursement Expenses incurred as promptly as reasonably practicablea result of the Purchaser's attempt to purchase the Acquired Assets, but in any event no later than if the Purchaser is not the successful bidder for the Acquired Assets. (b) On or before two (2) Business Days business days after the date commencement of the Chapter 11 Case, Seller shall file a motion or motions with the Bankruptcy Court to set a hearing (the "Bidding Procedures Hearing") to consider entry of an order in a form reasonably acceptable to Purchaser (the "Bidding Procedures Order") approving bidding procedures, including among other things, (i) the Break-Up Fee and Reimbursement Expenses and all other payments to Purchaser arising under this Agreement as joint and several obligations of the Seller having priority as administrative expenses in the Chapter 11 Case, (ii) all bidders must agree to be bound by all the terms of this Agreement, file except as modified to price only; (iii) all bidders must provide assurance adequate to Seller (in Seller's discretion) of their ability to perform the obligations pursuant to any bid; (iv) any competing offer must be in an amount of at least $400,000 in excess of the Purchase Price and must provide for the direct payment to Purchaser on or before the closing date of the other sale of the Break-Up Fee and Reimbursement Expenses; (v) any subsequent competing offer must be in increments of no less than $100,000; (vi) all competing offers must be in cash and may not be contingent on financing necessary to consummate the transaction; (vii) Purchaser shall be entitled at its option to match any competing bids which offer shall be deemed a higher and better offer; (viii) Purchaser shall be entitled to credit the Break-Up Fee and Reimbursement Expenses against any competing offer; (ix) Seller shall provide notice of the hearing to consider entry of a Section 363/365 Order on an expedited basis to the Seller's creditors and publish such notice in the Wall Street Journal (National Edition); and (x) Seller shall provide each jurisdiction in which it or any of its subsidiaries are subject to tax with copies of any motion with for entry of an Section 363/365 Order. (c) The Seller shall use its reasonable efforts to obtain the Bankruptcy Court seeking an order approvingCourt's entry of a Section 363/365 Order on or before January 7, 2002 approving of this proposed transaction. The Section 363/365 Order shall be in such form and substance reasonably acceptable to the Purchaser and shall contain, among other things, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, free and clear of all Encumbrances provisions set forth in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"Schedule 9.3(c). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser.--------------- (b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (cd) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Bidding Procedures Order or Section 363 363/365 Order, the Seller will shall immediately notify the Purchaser of such appeal or stay request and will shall provide to the Purchaser within two one (21) Business Days day a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will shall also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any either of such orders and any related briefs. . Seller agrees to take all steps as may be reasonable and appropriate to defend against such appeal, petition of motion and to use its reasonable efforts to obtain an expedited resolution of such appeal, provided that nothing herein shall preclude the parties hereto from consummating the transactions contemplated herein if the Section 363/365 Order shall have been entered and not been stayed and the Purchaser (din its sole discretion) The Seller will notifyhas waived in writing the condition set forth in Section 6.3(c), as is required by in which event Purchaser shall be able to assert the benefits of Section 363(m) of the Bankruptcy Code (as modified by any order a consequence of the Bankruptcy Court) and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Courtsuch appeal shall become moot.

Bankruptcy Court Orders. (a) The Seller Sellers hereby confirm that it is critical to the process of arranging an orderly sale of the Sellers' assets to proceed by selecting the Purchaser to enter into this Agreement in order to present the Bankruptcy Court with arrangements for obtaining the highest realizable prices for the assets and that, without the Purchaser having committed substantial time and effort to such process, the estates of the Sellers and Parent would have to employ a less orderly process of sale and thereby both incur higher costs and risk attracting lower prices. Accordingly, the contributions of the Purchaser to the process have indisputably provided very substantial benefit to the estates of the Sellers. The Sellers acknowledge that the Purchaser would not have invested the effort in negotiating and documenting this proposed transaction and incurring duties to pay its outside advisors if the Purchaser were not entitled to the Break-Up Fee incurred as a result of the Purchaser's attempt to purchase the Acquired Assets, if the Purchaser is not the successful bidder for the Acquired Assets. (b) Sellers shall as promptly as reasonably practicable, but in any event no later than two file the Bankruptcy Cases within three (23) Business Days after the date execution of this Agreement. On or before three (3) Business Days after the commencement of the Bankruptcy Cases, Sellers shall file a motion or motions with the Bankruptcy Court seeking to set a hearing (the "Bidding Procedures Hearing") to consider entry of an order approvingin a form and substance reasonably acceptable to Purchaser (the "Bidding Procedures Order") approving the Sale Hearing Notice (as defined below) and bidding procedures applicable to all bidders, among other things, the Seller's request including any Person wishing to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 make a credit bid under Section 363(k) of the Bankruptcy Code. Among other things, free such Bidding Procedures shall include, without limitation: (i) authorization of the Break-Up Fee and clear all other payments to Purchaser arising under this Agreement a joint and several liability of the Sellers having priority under Section 364(d)(1) of the Bankruptcy Code and a surcharge on all Encumbrances Liens in or on the Purchased Shares (the "Proposed Sale", Transferred Assets and the hearing proceeds thereof, (ii) all bidders must provide assurance adequate to consider approval Sellers (in Sellers' sole discretion) of their ability to perform the Proposed Saleobligations pursuant to any bid, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially including a deposit equal to $900,000 in the form annexed hereto as Exhibit A and of a letter of credit or immediately available funds; (iii) any competing offer for all of the motion relating to the Section 363 Order will Transferred Assets must be in form and substance reasonably satisfactory to the Purchaser. (b) Subject to the Seller's obligations to comply with any order an amount of at least $640,000 in excess of the Bankruptcy Court (including, without limitation, Initial Purchase Price and must provide for the Section 363 Order), direct payment to Purchaser on or before the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation closing date of the transactions contemplated hereby. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy other sale of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of Break-Up Fee; (iv) any other or further notice of appealsubsequent competing offer, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order of the Bankruptcy Court) and reasonably requested including by the Purchaser, must be in increments of no less than $100,000; (v) all parties entitled to notice competing offers may be for all or any combination of all motionsthe Transferred Assets, notices or any other assets of the Sellers, Parent or Parent's other Subsidiaries, and orders required on the same or different terms, provided that such competing offers may not be contingent on financing necessary to consummate the transactions contemplated transaction, and provided further that no such competing bids may be accepted by this Agreementthe Sellers unless the aggregate deposit and the aggregate consideration payable to the Sellers thereunder complies with, including, without limitationand the other terms are subject to, the other provisions set forth in this Section 363 Order, as modified by orders in respect of notice which may 8.4(b); (vi) Purchaser shall be issued at entitled to credit the Break-Up Fee against any time and from time to time by the Bankruptcy Court.competing offer; and

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file a motion with use its reasonable efforts to schedule hearings on and obtain the Bankruptcy Court seeking Court’s entry of (A) an order approvingapproving the sale and bidding procedures in a form reasonably acceptable to Purchaser (the “Bidding Procedures Order”) on or before December 1, 2003, and (B) the Section 363/365 Order on or before December 23, 2003. (b) The Bidding Procedures Order shall provide, among other things, that (i) the Seller's request to sell Break-Up Fee and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser. (b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any Expense Reimbursement and all other approvals and orders necessary or appropriate for consummation payments to Purchaser arising under this Agreement shall be obligations of Seller with priority as administrative expenses in the Chapter 11 Case, (ii) the first competing offer must be in an amount of at least $215,000 in excess of the transactions contemplated herebyPurchase Price; (iii) any subsequent competing offer must be in increments of no less than $50,000; (iv) all competing bids must include no less than all of the Acquired Assets; (v) all competing offers must be in cash and may not be contingent on financing necessary to consummate the transaction; (vi) Seller shall provide notice of the Sale Hearing to Seller’s creditors and publish such notice in a newspaper to be mutually agreed upon by the parties; and (vii) Seller shall provide each jurisdiction in which it or any of its subsidiaries are subject to tax with copies of any motion for entry of an Section 363/365 Order. (c) The Section 363/365 Order shall be in the form attached as Schedule 9.2(c) or such other form as mutually agreed upon by Purchaser and Seller. (d) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Bidding Procedures Order or Section 363 Order363/365 Order that alleges in any way that Purchaser is not a good faith purchaser, the Seller will shall immediately notify the Purchaser of such appeal or stay request and will shall provide to the Purchaser within two one (21) Business Days day a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will shall also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any either of such orders and any related briefs. Seller agrees to take all steps as may be reasonable and appropriate to defend against such appeal, petition of motion and to use its reasonable efforts to obtain an expedited resolution of such appeal, provided that nothing herein shall preclude the parties to this Agreement from consummating the Closing if the Section 363/365 Order shall have been entered and not been stayed and Purchaser (in its sole discretion) has waived in writing the condition set forth in Section 6.1(a), in which event Purchaser shall be able to assert the benefits of Section 363(m) of the Bankruptcy Code as a consequence of which such appeal shall become moot. (de) The Seller will notify, as is required shall use its reasonable efforts to file a motion or motions to reject any contracts so designated for rejection by the Bankruptcy Code Purchaser prior to the Closing Date. (as modified by f) In any order of presented to the Bankruptcy Court) Court for rejection of a contract or assumption and reasonably requested by the assignment of a Designated Contract to Purchaser, all parties entitled to notice Seller shall seek an order providing, among other things, that any restrictive covenants and/or confidentiality provisions for the benefit of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy CourtSeller are expressly preserved.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after In connection with the date of transactions contemplated by this Agreement, Seller shall file a motion with the Bankruptcy Court seeking after the execution of this Agreement by each of the parties hereto, applications for, and shall use its best efforts to obtain the following Orders: (i) an order approvingOrder (the “Bid Procedures Order”) to be entered within thirty (30) calendar days of the Petition Date, in form and substance acceptable to Buyer, (i) fixing the date, time and location of the hearing (the “Transaction Approval Hearing”) to approve consummation of the Asset Acquisition (ii) fixing the time, date and location of an auction, (iii) approving the Expense Reimbursement, (iv) containing such other appropriate buyer protections as may be reasonably requested by Buyer, and (v) otherwise approving the Bidding Procedures attached as Exhibit E hereto (the “Bidding Procedures”); and (ii) an Order (the “Transaction Approval Order”) to be entered within ninety (90) calendar days after the Petition Date, in form and substance acceptable to Buyer, among other things, (i) approving the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, Asset Acquisition by Buyer (free and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", pursuant to sections 363(b) and the hearing to consider approval 363(f) of the Proposed SaleBankruptcy Code), (ii) approving the "Sale Hearing"assumption by and assignment to Buyer of the Assumed Contracts pursuant to section 365 of the Bankruptcy Code and (iii) (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A containing findings of fact and the motion relating conclusions of Law that Buyer is a good faith purchaser entitled to the Section 363 Order will be in form and substance reasonably satisfactory to protections of section 363(m) of the PurchaserBankruptcy Code. (b) Subject to If the Seller's obligations to comply with Bid Procedures Order or the Transaction Approval Order or any order other Orders of the Bankruptcy Court relating to this Agreement shall be appealed by any Person (includingor a petition for certiorari or motion for reconsideration, without limitationamendment, the Section 363 clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such Order), the Seller shall diligently defend against such appeal, petition or motion and the Purchaser will promptly make any filings, take all actions and shall use commercially its reasonable best efforts to obtain an expedited resolution of any and all other approvals and orders necessary such appeal, petition or appropriate for consummation motion; provided that Seller shall consult with Buyer at Buyer’s reasonable request regarding the status of the transactions contemplated herebyany such actions provided, however, Seller shall have no obligation under this Section to take any action in connection with which it would be required or might reasonably be expected to incur any material Liability, cost or expense unless Buyer agrees to pay such Liability, cost or expense. (c) In Seller shall consult with Buyer and its representatives upon Buyer’s reasonable request concerning the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Bid Procedures Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of Transaction Approval Order, any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order Orders of the Bankruptcy Court and the bankruptcy proceedings in connection therewith and provide Buyer with copies of requested applications, pleadings, notices, proposed Orders and other documents relating to such proceedings as soon as reasonably practicable prior to any submission thereof to the Bankruptcy Court) . Seller further covenants and reasonably requested by agrees that, after the PurchaserClosing, all parties entitled the terms of any reorganization plan it submits to notice the Bankruptcy Court or any other court for confirmation shall not conflict with, supersede, abrogate, nullify or restrict the terms of all motionsthis Agreement, notices and orders required to consummate or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement, including, without limitation, any transaction contemplated by or approved pursuant to the Section 363 Bid Procedures Order or the Transaction Approval Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file a motion with the Bankruptcy Court seeking an order approving, among other things, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser. (b) Subject to the Seller's obligations to comply with any An interim order of the Bankruptcy Court approving Amendment No. 4 to this Agreement acceptable to the Agent in its sole discretion (includingthe "INTERIM AMENDMENT NO. 4 ORDER") shall have been entered, shall be in full force and effect, and shall not have been stayed, amended, modified, reversed, vacated or rescinded in any respect without limitationthe prior written consent of the Agent and the Required Lenders; PROVIDED, that at the Section 363 Ordertime of the making of any Tranche B Loan the aggregate amount of which, when added to the sum of the principal amount of all Tranche B Loans then outstanding, would exceed the amount authorized by the Interim Amendment No. 4 Order (the "ADDITIONAL TRANCHE B CREDIT"), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any final order of the Bankruptcy Court) and reasonably requested Court approving Amendment No. 4 to this Agreement acceptable to the Agent in its sole discretion (the "FINAL AMENDMENT NO. 4 ORDER" and, together with the Interim Amendment No. 4 Order, the "AMENDMENT NO. 4 ORDERS"), which, in any event, shall have been entered by the PurchaserBankruptcy Court no later than September 25, all parties entitled to notice 2000, shall have been entered, and at the time of all motionsthe extension of any Additional Tranche B Credit the Final Amendment No. 4 Order shall be in full force and effect, notices and orders required to consummate shall not have been stayed, amended, modified, reversed, vacated or rescinded in any respect without the transactions contemplated prior written consent of the Agent and the Required DIP Lenders; and if either of the Amendment No. 4 Orders is the subject of a pending appeal in any respect, neither the making of the Tranche B Loans nor the performance by this Agreement, including, without limitation, the Section 363 Order, as modified by orders Borrower or any Guarantor of any of their respective obligations under any of the Loan Documents in respect of notice which may the Tranche B Loans shall be issued at any time and from time to time by the Bankruptcy Courtsubject of a presently effective stay pending appeal.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no No later than two five (25) Business Days after execution of this Agreement, or, if earlier, three (3) Business Days after the date filing of this Agreementthe Chapter 11 Case, Seller shall file a motion with that seeks, on an expedited basis, the Bankruptcy Court seeking entry of an order (the “Sale Procedure Order”) approving, among other things, the procedures in connection with (i) the Seller's ’s request to sell and assign, as applicable, the Purchased Shares Acquired Assets to the Purchaser pursuant to this Agreement and Sections 363 363, 365 and 1146 of the Bankruptcy Code, free and clear of all Liens, interests or Encumbrances in or on the Purchased Shares Acquired Assets to the fullest extent of the Bankruptcy Court’s authority to so order (the "“Proposed Sale", ” and the hearing to consider approval of the Proposed Sale, the "“Sale Hearing"”), (ii) establishing notice and service requirements to all creditors and parties in interest of the Proposed Sale and the Sale Hearing (including the Internal Revenue Service and all other Tax authorities with jurisdiction over the Seller or the Acquired Assets), (iii) approving the payment of the Break-Up Fee in the event that it becomes payable as specified in Section 11.2 as the sole and exclusive remedy against Seller in the event the transaction contemplated herein is not consummated, (iv) establishing a deadline of the submission of competing bids for the Acquired Assets and (v) establishing thresholds for initial overbids consistent with those set forth in Section 5.1(g), the bidding procedures and setting a date for the Sale Hearing (collectively, the “Sale Procedures”), which shall be substantially in the form of Exhibit D. (b) The order approving the Proposed Sale (the "Section 363 “Approval Order"). The Section 363 Order ”) will be substantially in the form annexed hereto as Exhibit A E (provided, that, in each case, any material changes to such form of order must be approved by the Purchaser and Seller), and the motion motions relating to the Section 363 Approval Order will be in form and substance reasonably satisfactory to the Purchaser; provided, however, that in no event shall Purchaser have the right to disapprove the Approval Order or terminate this transaction by reason of (A) subject to Section 9.2(i), the failure to assign all of the Assigned Contracts and Leases or (B) Seller’s inability to assign any or all of the Assigned Contracts and Leases by reason of the Bankruptcy Court’s determination that Purchaser has failed to provide adequate assurance of future performance to the counter party. If (xx) the Bankruptcy Court refuses to issue the Approval Order (except as otherwise provided in the preceding sentence) or (yy) an Alternative Transaction is approved by the Bankruptcy Court at the Sale Hearing, then in any such event, this transaction shall automatically terminate and Seller and Purchaser shall be relieved of any further liability or obligation hereunder; provided, however, in the event an Alternative Transaction is approved by the Bankruptcy Court at the Sale Hearing, and Purchaser is otherwise entitled to the Break-Up Fee then such obligation on the part of Seller to pay the Break-Up Fee shall survive. Upon timely entry of the Approval Order (such entry date being referred to herein as the “Sale Approval Date”), the conditions set forth in this Section 5.1(b) shall conclusively be deemed satisfied. (bc) Subject to the Seller's ’s obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 OrderSale Procedures), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (cd) In The Seller shall file a motion requesting the Bankruptcy Court to hold a hearing on the sale of the Acquired Assets. Seller shall use its best efforts to expedite the timing of the hearing so that it shall be held on or before the date 45 days after the Filing Date but in no event an appeal is takenshall the hearing be held later than the date 60 days after the Filing Date. (e) The Seller shall promptly provide the Purchaser with drafts of all documents, motions, orders, filings or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, pleadings that the Seller will immediately notify proposes to file with the Purchaser Bankruptcy Court which relate to the consummation or approval of such appeal or stay request this Agreement and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsiderationwith reasonable opportunity to review such filings. The Seller will also promptly provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (df) The Seller will notifyshall be responsible for the payment or satisfaction of any amounts (the “Cure Costs”) necessary to cure any defaults and arrearages that exist on the Closing Date under the Assigned Contracts and Leases, as is required by up to an aggregate of $75,000, and the Purchaser shall be responsible for any Cure Costs in excess of such amount. (g) Buyer acknowledges and understands that the Bankruptcy Code (as modified Court customarily requires that any offer to purchase a debtor’s assets be subject to counteroffers by any order third parties and that the Bankruptcy Court may conduct a bidding process at or prior to the hearing on approval of the Bankruptcy Court) and reasonably requested by sale of the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions Acquired Assets contemplated by this Agreement; provided, includinghowever, without limitationthat the Seller shall oppose, and shall not submit any motions, plans of reorganization or disclosure statements proposing, any counteroffer by a third party (i) pursuant to which the payment of any non-cash consideration is contingent upon the maker thereof meeting or exceeding any performance criteria or is payable solely out of any profits or a percentage of revenue of the maker, or (ii) if such counteroffer contains any non-cash consideration, the Section 363 Order, maker’s capital structure is not at least as modified financially sound as that of Buyer and (iii) provides for a total purchase price payable pursuant to such counteroffer which does not exceed the Purchase Price payable by orders Buyer hereunder by an amount in respect excess of notice which may be issued at any time and from time to time by the Bankruptcy Court$50,000.

Bankruptcy Court Orders. (a) The Pursuant to Article 5, at any time and from time to time during the Option Period, upon any request from Buyer to assume and assign any Option Lease, Seller shall as promptly as use its best efforts to obtain the entry of an order of the Bankruptcy Court approving any such assumption and assignment pursuant to section 365 of the Bankruptcy Code in forms of motions and orders reasonably practicableacceptable to Buyer and Seller ("365 Orders"). Such 365 Orders shall provide that the relevant Option Lease will be transferred to, but or remain in full force and effect for the benefit of Buyer or any event no third party designated by Buyer notwithstanding any provision in such contracts or leases (including those described in sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer. (a) No later than two (2) Business Days after the date of this Agreementhereof, Seller shall file a motion with the Bankruptcy Court seeking an order approving(i) the entry of the Approval Order, among other things(ii) a determination by the Bankruptcy Court that the transfers and assignments to Buyer contemplated by this Agreement (including without limitation the transfer and assignment of any Option Leases during the Option Period) shall, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 section 1146(c) of the Bankruptcy Code, free and clear not be subject to the imposition or payments of all Encumbrances in or on the Purchased Shares any transfer taxes of any nature (the "Proposed Sale1146(c) Order", ) and (iii) the hearing to consider approval entry of the Proposed Sale, the "Sale Hearing") (the "Section 363 Extension Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating Seller agrees to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser. (b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Order), the Seller and the Purchaser will make promptly make any filings, to take all actions and to use commercially reasonable its best efforts to obtain any and all other approvals and orders necessary or appropriate for the consummation of the transactions contemplated hereby. (cb) If the Approval Order, the 365 Orders, the 1146(c) Order, the Extension Order (or orders) or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), Seller agrees to use its best efforts to prosecute such appeal, petition or motion, or defend against such appeal, petition or motion, and Buyer agrees to cooperate in such efforts, and each of Buyer and Seller agrees to use its best efforts to obtain an expedited resolution of any such appeal. It is understood and agreed that the "best efforts" as used in this Section 12.6 shall require Seller to act as reasonably requested by Buyer. In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the that Buyer and Seller will immediately notify the Purchaser of such appeal or stay request and will provide disagree as to the Purchaser within reasonableness of any request by Buyer with respect to the entry of any of the orders described above pursuant to this Section 12.6, Seller must promptly after such request is made and in no event later than two (2) Business Days a copy of thereafter either follow Buyer's request or submit the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs. (d) The Seller will notify, as is required by matter to the Bankruptcy Code (as modified by any order of Court for determination; it being understood and agreed if Seller shall fail to submit the matter to the Bankruptcy Court) and reasonably requested by Court for determination, then Buyer shall have the Purchaser, all parties entitled right to notice of all motions, notices and orders required submit the matter to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy CourtCourt for determination.

Bankruptcy Court Orders. (a) The On October 17, 2002, the Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file filed a motion or motions with the Bankruptcy Court seeking on an expedited basis an order approving, among other things, the Sale Procedures in connection with the Seller's request to sell and assign, as applicable, the Purchased Shares Assets and the Assumed Liabilities to the Purchaser pursuant to this the Original Agreement and Sections 363 and 1146 365 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares Assets (including any and all "claims and interests" in the assets within the meaning of Section 363(f) of the Bankruptcy Code), such that the Purchaser will not, among other things, incur any liability as an alleged successor to the Purchased Business (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing"), establishing notice and service requirements to creditors and parties in interest of the Proposed Sale, approving the Break-up Fee and Expense Reimbursement contemplated hereby, establishing a deadline for submission of competing bids for the Purchased Assets, and establishing thresholds for initial and subsequent overbids, and setting a date for the Sale Hearing (the "Sale Procedures Order", and the hearing to consider approval of the Sale Procedures Order, the "Sale Procedures Hearing"). The Sale Procedures Order provided that the Seller shall consider a Competing Transaction to be a "higher or better" offer only if such Competing Transaction meets the following requirements (an "Overbid"): (i) the Overbid shall consist of an agreement in a form substantially similar to this Agreement, marked to show any changes thereto, that contains terms and conditions, taken as a whole, no less favorable to the Seller than those contained in this Agreement; (ii) the initial Overbid shall be at least $100,000 higher than the Purchase Price; (iii) the Overbid must be accompanied by a deposit of at least $500,000 to be held in escrow; (iv) the Person submitting such Overbid shall provide written evidence reasonably satisfactory to the Company demonstrating that such bidder has the financial ability to consummate the proposed purchase of the Purchased Assets at the Overbid amount. (b) On October 17, 2002, the Seller filed a motion with the Bankruptcy Court seeking to schedule the Sale Hearing. The Sale Procedures Order was substantially in the form annexed hereto as Exhibit D. The order approving the Proposed Sale (the "Section 363 363/365 Order"). The Section 363 Order ) will be substantially in the form annexed hereto as Exhibit A C (provided that any changes to the form of the Section 363/365 Order must be reasonably acceptable to Purchaser and such acceptance shall be conclusively presumed unless Purchaser notifies Seller in writing that the Section 363/365 Order is not acceptable (indicating the reasons for same) within one business day after such order is entered by the Bankruptcy Court), and the motion relating to the Section 363 363/365 Order was and will be in form and substance reasonably satisfactory to the Purchaser. (bc) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Sale Procedures Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (cd) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Sale Procedures Order or the Section 363 363/365 Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from from, or application for reconsideration of, any of such orders and any related briefs. (de) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order of the Bankruptcy Court) and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Sale Procedures Order and/or the Section 363 363/365 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court.

Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two Within one (21) Business Days after Day following full the date execution and delivery of this Agreement, the Seller shall file a motion or motions with the Bankruptcy Court seeking on an expedited basis an order approving, among other things, the Sale Procedures in connection with the Seller's request to sell and assign, as applicable, the Purchased Shares Assets and the Assumed Liabilities to the Purchaser pursuant to this Agreement and Sections 363 and 1146 365 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares Assets (including any and all "claims and interests" in the assets within the meaning of Section 363(f) of the Bankruptcy Code), such that the Purchaser will not, among other things, incur any liability as an alleged successor to the Purchased Business (the "Proposed SalePROPOSED SALE", and the hearing to consider approval of the Proposed Sale, the "SALE HEARING"), establishing notice and service requirements to creditors and parties in interest of the Proposed Sale, approving the Break-up Fee and Expense Reimbursement contemplated hereby, establishing a deadline for submission of competing bids for the Purchased Assets, and establishing thresholds for initial and subsequent overbids, and setting a date for the Sale Hearing") Hearing (the "Section 363 SALE PROCEDURES ORDER", and the hearing to consider approval of the Sale Procedures Order, the "SALE PROCEDURES HEARING"). The Section 363 Sale Procedures Order shall provide that the Seller shall consider a Competing Transaction to be a "higher or better" offer only if such Competing Transaction meets the following requirements (an "OVERBID"): (i) the Overbid shall consist of an agreement in a form substantially similar to this Agreement, marked to show any changes thereto, that contains terms and conditions, taken as a whole, no less favorable to the Seller than those contained in this Agreement; (ii) the initial Overbid shall be at least $675,000 higher than the Purchase Price; (iii) the Overbid must be accompanied by a deposit of at least $500,000 to be held in escrow; (iv) the Overbid shall provide for the purchase of not less than all of the Purchased Assets; and (v) the Person submitting such Overbid shall provide written evidence reasonably satisfactory to the Company demonstrating that such bidder has the financial ability to consummate the proposed purchase of the Purchased Assets at the Overbid amount. (b) The Seller shall as promptly as reasonably practicable, and in any event within one (1) Business Day following the execution of this Agreement, file a motion with the Bankruptcy Court seeking to schedule the Sale Hearing. The Sale Procedures Order will be substantially in the form annexed hereto as Exhibit A D, and the motion order approving the Proposed Sale (the "SECTION 363/365 ORDER") will be substantially in the form annexed hereto as Exhibit C (provided that, in each case, any changes to such form of order must be reasonably acceptable to Purchaser and such acceptance shall be conclusively presumed unless Purchaser notifies Seller in writing that either the Sale Procedures Order or the Section 363/365 Order is not acceptable (indicating the reasons for same) within one business day after such orders are entered by the Bankruptcy Court), and the motions relating to the Sale Procedures Order and the Section 363 363/365 Order will be in form and substance reasonably satisfactory to the Purchaser. (bc) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Sale Procedures Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (cd) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Sale Procedures Order or the Section 363 363/365 Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from from, or application for reconsideration of, any of such orders and any related briefs. (de) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order of the Bankruptcy Court) and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Sale Procedures Order and/or the Section 363 363/365 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court.

Bankruptcy Court Orders. (a) The Seller shall Debtor hereby confirms that it is critical to the process of arranging an orderly sale of Debtor's assets to proceed by selecting Purchaser to enter into this Agreement in order to present the Bankruptcy Court with arrangements for obtaining the highest realizable prices for the Acquired Assets and that, without Purchaser having committed substantial time and effort to such process, the estate of Debtor would have to employ a less orderly process of sale and thereby both incur higher costs and risk attracting lower prices. Accordingly, the contributions of Purchaser to the process have indisputably provided very substantial benefit to the estate of Debtor. Debtor acknowledges that Purchaser would not have invested the effort in negotiating and documenting the proposed Transactions and incurring duties to pay its outside advisors if Purchaser were not entitled to the Break-up Fee incurred as promptly as reasonably practicablea result of Purchaser's attempt to purchase the Acquired Assets, but in any event no later than if Purchaser is not the successful bidder for the Acquired Assets or otherwise does not close on the Acquired Assets under the circumstances described herein. (b) On or before two (2) Business Days after following the date execution and delivery of this Agreement, Debtor shall file a motion or motions with the Bankruptcy Court seeking to set a hearing (the "Bidding Procedures Hearing") to consider entry of an order approvingin a form and substance reasonably acceptable to Purchaser (the "Bidding Procedures Order") approving the Sale Hearing Notice (as defined below) and bidding procedures applicable to all bidders. Among other things, such Bidding Procedures shall include: (i) authorization of the Break-up Fee and providing that such Break-up Fee shall be entitled to priority over all other pre- and post-petition Claims under Section 364(c)(l) of the Bankruptcy Code, a senior Lien on the Acquired Assets under Section 364(d)(l) of the Bankruptcy Code and free of any surcharge under Section 506 of the Bankruptcy Code; (ii) the requirement that all qualified bidders must provide assurance adequate to Debtor (in Debtor's sole discretion) of their ability to perform the obligations pursuant to any bid, including a deposit equal to the amount of the Deposit in immediately available funds; (iii) the requirement that any qualified competing bid for all of the Acquired Assets must be in an amount of at least $500,000 in excess of the sum of the Purchase Price plus the Assumed Liabilities and must provide for the direct payment to Purchaser on or before the closing of the other sale of the Break- up Fee; (iv) the requirement that any subsequent qualified competing bid, including by Purchaser, must be in increments of no less than $50,000; (v) the requirement that all qualified competing bids must be for all of the Acquired Assets, but may also include any other assets of Debtor, and on the same or different terms; PROVIDED THAT that no such qualified competing bids may be accepted by Debtor unless the aggregate deposit and the aggregate consideration payable to Debtor thereunder complies with, and the other terms are subject to, the other provisions set forth in this SECTION 8.2(b); (vi) a provision entitling Purchaser to reduce, by the amount of the Break-up Fee and any outstanding DIP Obligations the amount of the cash portion of the Purchase Price otherwise payable by Purchaser, in the event that it elects to overbid any competing offer; (vii) the requirement that Debtor provide notice of the Sale Hearing to Debtor's creditors or their counsel and the other parties to the Designated Contracts (the "Sale Hearing Notice"); (viii) the requirement that all qualified competing bids be received no later than three Business Days before the date of the auction; (ix) the requirement that Debtor provide Purchaser (and the holder(s) of the Company's senior secured indebtedness who are credit bidding) with copies of any competing bids reasonably promptly after receipt of such bids but in no event later than two Business Days before the date of the auction; (x) the requirement that such qualified competing bids contain no financing or due diligence conditions; and (xi) the requirement that all qualified initial bids be on substantially the same terms and conditions as set forth in this Agreement or be accompanied by a xxxx-up of this Agreement showing all variations therefrom. The Bidding Procedures Hearing shall specify the notice to be given to creditors and other parties in interest in respect of the sale of the Acquired Assets and otherwise be in form and substance satisfactory to Purchaser in its reasonable discretion. Debtor, in accordance with applicable law and in consultation with Debtor's creditors, shall determine whether competing offers submitted pursuant to this SECTION 8.2(b) shall be deemed to be higher and better offers. It is anticipated that the auction shall occur within 30-45 days after execution of this Agreement. (c) On or before two Business Days following the execution and delivery of this Agreement, Debtor shall file with the Bankruptcy Court a motion to set a hearing (the "Sale Hearing") to consider entry of an order approving the sale of the Acquired Assets and the assumption and assignment of the Designated Contracts to Purchaser or an alternate purchaser ("Sale Order"), on an expedited basis, which may be the same motion as the motion seeking the Bidding Procedures Order; (d) Debtor shall use reasonable efforts to obtain the Bankruptcy Court's entry of (i) the Bidding Procedures Order on or before February 15, 2007, and in any event as soon as is reasonably practicable, and (ii) a Sale Order on or before March 16, 2007 approving of this proposed Transaction. The Sale Order shall be in form and substance reasonably acceptable to Purchaser and shall provide, among other things, the Sellerthat: (i) adequate notice of Debtor's request motion to sell the Acquired Assets outside of the ordinary course of Debtor's business and assign, as applicableto assume and assign the Designated Contracts has been duly given to all parties entitled thereto; (ii) Debtor is authorized to consummate the Transactions and to perform any other act that is necessary or appropriate for the consummation of the transfer of the Acquired Assets and to assign the Designated Contracts to Purchaser; (iii) except for the Assumed Liabilities, the Purchased Shares Acquired Assets shall be conveyed and delivered to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Codeupon Closing, free and clear of all Encumbrances Liens, Claims or Interests (other than Claims related to Assumed Liabilities), with all such Liens, Claims and Interests to attach to the proceeds payable to Debtor; (iv) that Purchaser has acted in or on "good faith" in connection with the Purchased Shares (Transactions, as provided in Section 363(m) of the "Proposed Sale", Bankruptcy Code and that all conditions and terms of Section 363(f) of the Bankruptcy Code and the hearing Bankruptcy Rules that are applicable thereto have been satisfied; and (v) any commissions or fees due to consider approval Debtor's brokers and investment bankers shall be paid out of the Proposed Sale, net proceeds of the "Sale Hearing") (sale of the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaserassets. (b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby. (ce) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Bidding Procedures Order, the Seller will Sale Order or the Confirmation Order, Debtor shall immediately notify the Purchaser of such appeal or stay request and will shall provide to the Purchaser Purchaser, within two (2) Business Days of receipt, a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will Debtor shall also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, of any of such orders Orders and any related briefs. Debtor agrees to take all steps as may be reasonable and appropriate to defend against such appeal, petition or motion and to use its reasonable efforts to obtain an expedited resolution of such appeal, provided that nothing herein shall preclude the parties hereto from consummating the Transactions if the Sale Order shall have been entered and not been stayed. (df) The Seller will notifyDebtor further agree to include Purchaser on the service list for all notices, as is required by motions, applications, pleadings and other documents filed in the Bankruptcy Code (as modified by Case or any related adversary proceedings, and any notices given pursuant to Debtor's debtor in possession financing arrangements, if any, and to support the entry of an order of the Bankruptcy Court) and reasonably requested Court approving such service by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Courtinterest.