Bankruptcy Covenants. 6.1.1 Immediately after the execution of this Agreement, Seller shall:
6.1.1.1 continue to operate its business from and after the commencement of the Chapter 11 Case;
6.1.1.2 file a motion, pursuant to 11 U.S.C. Sections 105, 363, and 365 to approve the sale of the Assets to Buyer pursuant to this Agreement, including the overbidding procedures in Section 6.2 and break-up fee in Section 6.3 (the "Approval Motion");
6.1.1.3 file a motion (the "Cash Collateral Motion") for emergency determination for approval of and authorizing Seller, as borrower, to use cash collateral, such motion in form and substance reasonably acceptable to Buyer. Seller shall use commercially reasonable efforts to obtain an order (the "Cash Collateral Order") within 10 days of the date of this Agreement and a final order within 30 days of the date of this Agreement, and approval of the Approval Motion (the "Approval Order") within 45 days of the date of this Agreement, which orders shall each be in form and substance reasonably acceptable to Buyer, provided that the Approval Order shall be in a form substantially in conformity with the form of order attached as Schedule 6.1.1.3 and the Cash Collateral Order shall, among other customary terms and provisions, be in form and substance acceptable to Buyer, with only such changes to such orders as shall be agreed to by all of the parties in writing.
6.1.2 Seller shall promptly provide Buyer with drafts of all documents, motions, orders, filings or pleadings that Seller proposes to file with the Bankruptcy Court which relate to the consummation or approval of this Agreement, the Cash Collateral Motion or any other provision of this Agreement, and will provide Buyer with reasonable opportunity to review and approve such proposed filings as reasonably practical. Seller shall also promptly (within 24 hours) provide Buyer with facsimile copies of all pleadings received by or served by or upon Seller in connection with its Bankruptcy Case, which have not otherwise been served on Buyer.
6.1.3 Seller shall use commercially reasonable efforts to obtain, at its sole cost and expense, the entry of a final order authorizing Seller to assign the Franchise Agreements, Developer Agreements, Management Agreements, Kodak Supply Agreement, Agfa Supply Agreement, Trebla Supply Agreement, Leases and Assumed Contracts to Buyer (the "Assignment Order"). Except for Buyer's right to assume payments due from Seller under the Franchise Agreements, Developer Agreem...
Bankruptcy Covenants. (a) Promptly after the execution of this Agreement, the Parent and the Company shall, and shall cause each of the other Debtors to, file a motion (the "Initial Merger Motion") for expedited determination of approval of the Exclusivity Provisions (as defined in Section 4.7(a)), the Company Breakup Fee and the Buyer Breakup Fee (as defined in Section 4.8(a)) and the Buyer Reimbursement (as defined in Section 4.21) provided for in this Agreement in form and substance acceptable to the Buyer. The Parent and the Company shall, and shall cause each of the other Debtors to, use its best efforts to obtain an order approving the Initial Merger Motion (the "Initial Merger Order") within 15 days after the date of this Agreement, which order shall be in form and substance acceptable to the Buyer, the Parent and the Company with only such changes as shall be agreed to by all the Parties in writing.
(b) As soon as practicable following the execution of this Agreement (and in no event later than August 20, 1998), the Parent and the Company shall, and shall cause each of the other Debtors to, file with the Bankruptcy Court the Amended Plan. As soon as practicable following the filing of the Amended Plan (and in no event later than August 24, 1998), the Parent and the Company shall, and shall cause each of the Debtors to, file with the Bankruptcy Court a Disclosure Statement related thereto in form and substance reasonably acceptable to the Buyer and the Company (the "Disclosure Statement"). Thereafter, without the prior written consent of the Buyer, the Parent and the Company shall not, and shall cause each of the other Debtors not to, amend or modify any material provision of the Amended Plan or the Disclosure Statement or, except as provided in Section 4.7(b), withdraw the Amended Plan or file any other plan of reorganization of the Debtors.
(c) The Parent and the Company shall, and shall cause each of the other Debtors to, promptly provide the Buyer with drafts of all documents, motions, orders, filings or pleadings that the Parent, the Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Amended Plan, this Agreement or any provision therein or herein, and will provide the Buyer with reasonable opportunity to review such filings to the extent reasonably practicable. The Parent and the Company shall, and shall cause each of the other Debtors to, consult and cooperate with the Buyer, and consider in go...
Bankruptcy Covenants. (a) Subject to Section 9.10, Parent agrees to support and use its reasonable best efforts, and agrees to cause its Subsidiaries to use their respective reasonable best efforts, to consummate the transactions contemplated herein and in the Plan, to timely and properly solicit acceptances for and confirmation of the Plan, to prosecute the Chapter 11 Cases and, without limitation to the foregoing, to take the following actions:
(i) commencing the solicitation of votes to accept or reject the Plan in accordance with Bankruptcy Code and applicable nonbankruptcy Law no later than five (5) Business Days after the date hereof;
(ii) commencing the Chapter 11 Cases as promptly as practicable after determining, in Parent’s sole and reasonable discretion, that sufficient acceptances of the Plan may have been obtained;
(iii) filing and seeking Bankruptcy Court orders approving all customary and otherwise necessary “first day” motions, including a motion requesting approval of a cash collateral stipulation; and
(iv) seeking, as soon as practicable after the commencement of the Chapter 11 Cases (and in no event later than 14 days after commencement of the Chapter 11 Cases) entry of an order of the Bankruptcy Court (“Break-Up Fee Order”)
(1) deeming any claim of C/G or Spyglass for any portion of the Break- Up Fee that is unpaid in the event the escrow is not available as contemplated in Section 9.10(f), and allowing such claim in full as, a superpriority administrative expense of Parent and its Subsidiaries in the Chapter 11 Cases, junior in priority only to any DIP financing or any Cash Collateral Priority Obligation and any carve-outs for chapter 11 professional fees and expenses and (2) approving the payment of any unpaid fees and expenses owed by Parent to C/G and Spyglass pursuant to the Letter of Intent as administrative expenses of Parent and its Subsidiaries entitled to administrative expense priority.
(b) Subject to Section 9.10, C/G and Spyglass agree to support and use their respective reasonable best efforts to support, and use their respective reasonable best efforts to consummate, the transactions contemplated herein and under the Plan.
(c) Subject to Section 9.10, (i) each of Parent, C/G and Spyglass will not (and Parent shall cause its Subsidiaries to not) propose, agree to, consent to, provide any support to, or participate, directly or indirectly, in the formulation of any modification of the Plan, unless such modification has been agreed to by all part...
Bankruptcy Covenants. 16 ARTICLE VII CONDITIONS...........................................................................................18 Section 7.01 Conditions to Investor's Obligations.......................................................18 Section 7.02 Conditions to the Company's Obligations....................................................21
Bankruptcy Covenants. Notwithstanding anything in the Loan Documents to the contrary, the Borrower Parties shall comply with all covenants, terms and conditions and otherwise perform all obligations set forth in the DIP Orders.
Bankruptcy Covenants. Notwithstanding anything in the Loan Documents to the contrary, Debtors shall comply with all covenants, terms and conditions and otherwise perform all obligations set forth in the DIP Orders.
Bankruptcy Covenants. The Debtors will not seek, consent to, or permit to exist any of the following:
(a) Any modification, stay, vacation or amendment to the Borrowing Order;
(b) A priority claim or administrative expense or unsecured claim against any Debtor (now existing or hereafter arising or any kind or nature whatsoever, including, without limitation, any administrative expense of the kind specified in Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), or 1114 of the Bankruptcy Code) equal or superior to the priority claim of the Agents and the Lenders in respect of the Obligations, except with respect to the Carve Out;
(c) Any Lien on any Collateral having a priority equal or superior to the Lien of the Collateral Agent;
(d) Any order which authorizes the return of any of the Debtors' property pursuant to Section 546(g) of the Bankruptcy Code;
(e) Any order seeking authority to take any action that is prohibited by the terms of this Agreement or the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement or any of the other Loan Documents;
(f) Except as otherwise permitted in Section 7.5 hereof, (i) any rejection of the Kmart Agreement, or (ii) any rejection, assumption or assignment of any other executory contracts or any unexpired leases which would reasonably be expected to result in a Material Adverse Effect, without the prior written consent of the Administrative Agent;
(g) Any Bankruptcy Plan, unless pursuant thereto, (i) the Obligations are indefeasibly paid in full in cash and the Commitments hereunder are terminated upon the confirmation thereof, or (ii) to the extent any of the Credit Extensions are not indefeasibly paid in full in cash and all of the Commitments hereunder are not terminated upon the confirmation thereof, all of the Lenders whose Credit Extensions have not been indefeasibly paid in full in cash and whose Commitments have not been terminated shall have consented in writing to such Bankruptcy Plan in advance of its submission to the Bankruptcy Court; or
(h) Any motion, suit, action at law or in equity, other legal proceeding or any other action to challenge any rights, liens or claims of the Agent or any Lender or the priority or validity of any Loan made pursuant hereto which motion, suit, action or legal proceeding (other than a motion, suit, action or legal proceeding in connection with, relative to, or arising out of the Kmart Agreement) shall not ha...
Bankruptcy Covenants. (a) In the event of the filing of any petition for bankruptcy relief filed by or against Borrower, any Guarantor or any other Loan Party, Loan Parties consent to the entry of, and shall not otherwise oppose, an order granting Lender relief from the automatic stay of Section 362 of the Bankruptcy Code and shall not assert or request any other party to assert that the automatic stay provided by Section 362 of the Bankruptcy Code shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights it has under the Loan Documents, or any other rights Lender has against any Loan Party or against any property owned by any Loan Party or part of a Loan Party’s bankruptcy estate.
(b) Loan Parties shall not seek or request any other party to seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights they have under the Loan Documents, or any other rights Lender has against any Loan Party or any Collateral Property.
(c) Loan Parties further acknowledge and agree that Lender, as a material inducement to enter into this Agreement, has specifically bargained for the concessions set forth in this Section 9 and that this Agreement may be deemed conclusive evidence as to such negotiated ongoing intention of Loan Parties and that it is intending to remain the primary element in determining if cause exists for granting such concessions.
(d) For the avoidance of doubt, references to Lender herein shall be deemed to include the Collateral Agent.
Bankruptcy Covenants. 21 5.10. Calculation of Cash Deficit and Cash Excess; Net Working Capital............................22
