Common use of Bankruptcy Covenants Clause in Contracts

Bankruptcy Covenants. (a) The Company shall promptly provide the Purchaser with proposed final drafts of all documents, motions, orders, filings or pleadings that the Company proposes to file with the Bankruptcy Court which relate to the approval or consummation of the Contemplated Transactions, this Agreement or any provision therein or herein, and will provide the Purchaser with reasonable opportunity to review and comment on such filings. (b) Without limiting the generality of Section 5.9(a), the Sale Order shall acceptable in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice of the hearing or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leases. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing so.

Bankruptcy Covenants. (a) The Company Debtors shall promptly provide cause all proposed First Day Orders, “second day” orders and all other orders establishing procedures for administration of the Purchaser with proposed final drafts Cases or approving significant or outside the ordinary course of all documents, motions, orders, filings or pleadings that the Company proposes business transactions submitted to file with the Bankruptcy Court which relate to be in accordance with and permitted by the terms of this Agreement and, in any event, reasonably acceptable to the approval or consummation of the Contemplated Transactions, this Agreement or any provision therein or herein, and will provide the Purchaser with reasonable opportunity to review and comment on such filingsRequired Lenders in all respects. (b) Without limiting The Loan Parties shall comply in all material respects with each order entered by the generality of Section 5.9(a)Bankruptcy Court. (c) The Debtors shall comply in a timely manner with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Sale Order Orders, and any other order of the Bankruptcy Court. (d) The Debtors shall provide at least five (5) Business Days’ (or such shorter notice reasonably acceptable to the Required Lenders) prior written notice to the Lenders or their counsel prior to any filing of a motion for assumption or rejection of any Debtor’s or any other 90 Subsidiary’s material contracts pursuant to Section 365 of the Bankruptcy Code and no such contract or lease shall be assumed or rejected, if such assumption or rejection would be materially adverse to the interests of the Secured Parties. (e) The Debtors shall deliver or cause to be delivered to the Required Lenders or their counsel for review and comment, as soon as reasonably practicable in advance of (but no later than two (2) Business Days prior to) any filing with the Bankruptcy Court, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Loan Parties with the Bankruptcy Court except those that are ministerial or administrative pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Loan Parties, or distributed by or on behalf of the Loan Parties to any official or unofficial committee appointed or appearing in the Cases or any other party in interest, and shall consult in good faith with the Required Lenders’ advisors regarding the form and substance of any such document. (f) The Debtors shall provide (i) if not otherwise provided by the Bankruptcy Court’s electronic docketing system or the website maintained by the Debtors’ noticing and service agent, copies to the Administrative Agent of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Debtors with the Bankruptcy Court or filed with respect to any Loan Document, (ii) reporting and financial information distributed by or on behalf of the Debtors to the Consenting Stakeholders (as defined in the Restructuring Support Agreement) or any statutory committee appointed in the Cases and (iii) such other reports and information as the Required Lenders may, from time to time, reasonably request. (g) In connection with the Cases, the Borrower and the other Debtors shall use best efforts to seek to give the proper notice for (i) the motions seeking approval of the Loan Documents and the Orders and (ii) the hearings for the approval of the Orders. The Borrower and the other Debtors shall give, on a timely basis as specified in the Orders, all notices required to be given to all parties specified in the Orders. (h) The Borrower and the other Debtors shall use reasonable best efforts to obtain the Final Order. (i) Each Debtor shall provide the Administrative Agent and the Lenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to customary confidentiality restrictions. (j) Each Debtor shall promptly deliver or cause to be delivered to the Financial Advisor (and the Financial Advisor shall be entitled to deliver such information to any Lender or Agent subject to the confidentiality requirements herein) copies of (i) any term sheets, proposals, or presentations from any party, related to (A) the restructuring of the Debtors, or (B) a material sale of assets of one or all of the Debtors and/or any other Restricted Subsidiary, subject to any existing confidentiality and other obligations owed by such Debtor and/or Loan Party to such party furnishing such term sheets, proposals or presentations, including with respect to the sharing of any such information with third parties and (ii) any informational packages provided to potential bidders, draft agency agreements, purchase agreements, status reports and updated information related to the sale or any other transaction and copies of any such bids and any updates, modifications or supplements to such information and materials; provided that, for the avoidance of doubt, the foregoing shall not apply to any Lender or Agent participating in a material sale of assets of one or all of the Debtors and/or any other Restricted Subsidiary in accordance with Acceptable Bidding Procedures. 91 (k) All pleadings related to procedures for approval of significant transactions, including, without limitation, asset sale procedures, regardless of when filed or entered, shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice of the hearing or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed LeasesRequired Lenders in their sole discretion. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing so.

Bankruptcy Covenants. (a) The Company Debtors shall promptly provide cause all proposed First Day Orders, “second day” orders and all other orders establishing procedures for administration of the Purchaser with proposed final drafts Cases or approving significant or outside the ordinary course of all documents, motions, orders, filings or pleadings that the Company proposes business transactions submitted to file with the Bankruptcy Court which relate to be in accordance with and permitted by the terms of this Agreement and, in any event, reasonably acceptable to the approval or consummation of the Contemplated Transactions, this Agreement or any provision therein or herein, and will provide the Purchaser with reasonable opportunity to review and comment on such filingsRequired Lenders in all respects. (b) Without limiting The Loan Parties shall comply in all material respects with each order entered by the generality of Section 5.9(a)Bankruptcy Court. (c) The Debtors shall comply in a timely manner with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Sale Orders, the Restructuring Support Agreement, and any other order of the Bankruptcy Court. (d) The Debtors shall provide at least five (5) Business Days’ (or such shorter notice reasonably acceptable to the Required Lenders) prior written notice to the Lenders or their counsel prior to any filing of a motion for assumption or rejection of any Debtor’s or any other Subsidiary’s material contracts pursuant to Section 365 of the Bankruptcy Code and no such contract or lease shall be assumed or rejected, if such assumption or rejection would be materially adverse to the interests of the Secured Parties. (e) The Debtors shall deliver or cause to be delivered to the Required Lenders or their counsel for review and comment, as soon as reasonably practicable in advance of (but no later than three (3) Business Days prior to) any filing with the Bankruptcy Court, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Loan Parties with the Bankruptcy Court except those that are ministerial or administrative pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Loan Parties, or distributed by or on behalf of the Loan Parties to any official or unofficial committee appointed or appearing in the Cases or any other party in interest, and shall consult in good faith with the Required Lenders’ advisors regarding the form and substance of any such document. (f) The Debtors shall provide (i) if not otherwise provided by the Bankruptcy Court’s electronic docketing system or the website maintained by the Debtors’ noticing and service agent, copies to the Administrative Agent of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Debtors with the Bankruptcy Court or filed with respect to any Loan Document, (ii) reporting and financial information distributed by or on behalf of the Debtors to the Sponsoring Noteholders (as defined in the Restructuring Support Agreement) and (iii) such other reports and information as the Required Lenders may, from time to time, reasonably request. (g) In connection with the Cases, the Borrower and the other Debtors shall use best efforts to seek to give the proper notice for (i) the motions seeking approval of the Loan Documents and the Orders and (ii) the hearings for the approval of the Orders. The Borrower and the other Debtors shall give, on a timely basis as specified in the Orders, all notices required to be given to all parties specified in the Orders. (h) The Borrower and the other Debtors shall use reasonable best efforts to obtain the Interim Order and the Final Order. (i) Each Debtor shall acceptable provide the Agents and the Lenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to customary confidentiality restrictions. (j) Each Debtor shall promptly deliver or cause to be delivered to the Administrative Agent and the Lenders copies of (i) any term sheets, proposals, or presentations from any party, related to (A) the restructuring of the Debtors, or (B) a material sale of assets of one or all of the Debtors and/or any other Restricted Subsidiary, subject to any existing confidentiality and other obligations owed by such Debtor and/or Loan Party to such party furnishing such term sheets, proposals or presentations, including with respect to the sharing of any such information with third parties and (ii) any informational packages provided to potential bidders, draft agency agreements, purchase agreements, status reports and updated information related to the sale or any other transaction and copies of any such bids and any updates, modifications or supplements to such information and materials. (k) All pleadings related to procedures for approval of significant transactions, including, without limitation, asset sale procedures, regardless of when filed or entered, shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice of the hearing or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed LeasesRequired Lenders in their sole discretion. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing so.

Bankruptcy Covenants. (a) The Company shall promptly Within three Business Days following the commencement of the Bankruptcy Cases, Sellers will, and will cause their applicable Subsidiaries to, at their sole cost and expense, file a motion to obtain an order, pursuant to 11 U.S.C. Sections 105, 363, and 365, to approve the Acquisition, in form and substance reasonably acceptable to Purchaser and Nucentrix, but including the express terms of the Approval Order as defined and on the terms contained herein (the "Approval Motion"). Sellers will, and will cause their applicable Subsidiaries to, use their best efforts to obtain the Approval Order on or before November 17, 2003. (b) Immediately following the commencement of the Bankruptcy Cases, Sellers will, and will cause their applicable Subsidiaries to, at their sole cost and expense, file a motion, pursuant to 11 U.S.C. Sections 105, 363, and 365, substantially in the form attached hereto as Exhibit C, including all exhibits thereto, to approve the Bidding Procedures Order (the "Bid Procedures Motion"). Sellers will, and will cause their applicable Subsidiaries to, use their best efforts to obtain the approval of the Bidding Procedures Order on or before September 26, 2003. (c) Sellers will provide Purchaser and its Representatives the Purchaser with proposed final drafts of opportunity, and sufficient time, to review and comment on all documents, motions, orders, filings or pleadings that the Company proposes to Sellers file with the Bankruptcy Court which relate to the consummation or approval or consummation of the Contemplated TransactionsAcquisition and this Agreement, this Agreement the Approval Motion, the Bid Procedures Motion, related orders, or any provision therein herein or hereintherein, and will incorporate all reasonable comments of Purchaser and its Representatives. Sellers will also promptly provide the Purchaser with reasonable opportunity facsimile or electronic copies of all pleadings received by or served by or upon the Sellers in connection with its Bankruptcy Case, which, to review and comment the Knowledge of Sellers, have not otherwise been served on such filingsPurchaser. (bd) Without limiting From and after the generality of Section 5.9(a), the Sale Order shall acceptable in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice commencement of the hearing or hearings on Bankruptcy Case, Sellers will, and will cause their applicable Subsidiaries to, continue to operate their business as a debtor in possession pursuant to Sections 1107 and 1108 of the Company's motion for Bankruptcy Code. (e) During the period from the date hereof until the Closing, Sellers shall not and shall not permit their Subsidiaries to take any actions outside the ordinary and usual course of business without the approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leases. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly Court after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing soPurchaser.

Bankruptcy Covenants. (a) The Company Each Seller shall promptly use commercially reasonable efforts to consult with Xxxxx and its Representatives upon Xxxxx’s reasonable request concerning the Sale Order and provide Buyer with copies of requested applications, pleadings, notices, proposed Orders and other documents relating to the Purchaser with proposed final drafts Purchased Assets as soon as reasonably practicable prior to any submission thereof to the Bankruptcy Court. Each Seller further covenants and agrees that, after the Closing, the terms of all documents, motions, orders, filings or pleadings that the Company proposes any reorganization plan it submits to file with the Bankruptcy Court which relate for confirmation or sanction shall not prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement, including any transaction contemplated by or approved pursuant to the approval or consummation of the Contemplated Transactions, this Agreement or any provision therein or herein, and will provide the Purchaser with reasonable opportunity to review and comment on such filingsSale Order. (b) Without limiting the generality of Section 5.9(a)Any motions filed by any Seller or Seller Affiliate with, and any proposed Orders submitted by any Seller or Seller Affiliate to, the Sale Order Bankruptcy Court seeking authorization after the date hereof to assume or reject any Executory Contracts shall acceptable be satisfactory in form and substance reasonably acceptable to Buyer. Each Seller shall consult with, and give due consideration to the Purchaser views and its counselconcerns of, including, without limitation, as Buyer prior to the adequacy of notice of the hearing compromising or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of commencing any Action with respect to any material payment required to be made under the Bankruptcy Code to effectuate the Contemplated Transactionsassumption of any such Contract, the satisfaction including using commercially reasonable efforts to provide five (5) days’ notice of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leasesany such compromise or Action to Buyer. (c) In No later than ten (10) days after the event an appeal is takenExecution Date, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company Sellers shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay deliver to Buyer copies of the Sale Order, but updated Schedules and Exhibits that resolve open or unresolved items identified therein (including in footnotes). Buyer shall not be required to expend unlimited funds in doing soreview such draft Schedules and Exhibits and provide any objections within ten (10) days of their receipt.

Bankruptcy Covenants. (a) At the Approval Hearing, as defined in the Notice of Auction Procedures, dated October 30, 2001, related to the Bankruptcy Cases, the Bankruptcy Sellers shall use their respective commercially reasonable efforts to obtain the entry of an order, which may be substantially in the form of the Approval Order, authorizing the Bankruptcy Sellers to sell the Acquired Assets to the Buyer, which form has been provided to and is reasonably satisfactory to Buyer ("Approval Order") and to assign the Debtor Assigned Contracts to the Buyer (the "Assignment Order"), which may be part of the Approval Order. The Company applicable Bankruptcy Seller shall be responsible for the payment at or prior to Closing of any amounts necessary to cure any defaults which exist on the Closing Date under the Debtor Assigned Contracts, and the Buyer shall be responsible for providing adequate assurance of its ability to perform the obligations of the Bankruptcy Seller under the Debtor Assigned Contracts following the Closing. The Buyer shall use its commercially reasonable efforts to assist the Bankruptcy Sellers in obtaining the Approval Order and the Assignment Order, as may be necessary, including without limitation, making officers and other principals of the Buyer available for testimony before the U.S. Bankruptcy Court. (b) From and after the date hereof, neither the Seller nor the Buyer shall, and each Seller and the Buyer shall ensure that none of its respective Subsidiaries shall, take any action or fail to take any action, which action or failure to act would reasonably be expected to (i) prevent or impede the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement, or (ii) result in (A) the reversal, avoidance, revocation, vacating or modification (in any manner which would reasonably be expected to materially and adversely affect the Buyer's rights hereunder) or (B) the entry of a stay pending appeal, in the cases of each of sub-clauses (A) or (B) of this Section, with respect to the Approval Order or the Assignment Order or the Provision Order issued by the Bankruptcy Court pursuant to 11 U.S.C. ss.ss.105, 363 and 365, dated October 30, 2001, related to the U.S. Bankruptcy Case (the "Provision Order"). (c) As soon as practical after the entry of the Approval Order, L&H shall seek to obtain the Belgian Bankruptcy Approval. The Buyer shall use its commercially reasonable efforts to assist the Bankruptcy Sellers in obtaining the Belgian Bankruptcy Approval, as may be necessary, including without limitation, making officers and other principals of the Buyer available for testimony before the Belgian Bankruptcy Authorities. (d) The Bankruptcy Sellers shall promptly provide the Purchaser Buyer with proposed final drafts of all documents, motions, orders, filings or pleadings that the Company proposes Bankruptcy Sellers propose to file with the Bankruptcy Court Courts which relate to the consummation or approval or consummation of this Agreement, the Contemplated TransactionsAncillary Agreements, this Agreement or any provision therein herein or hereintherein, and will provide the Purchaser Buyer with reasonable opportunity to review and comment on approve such filings. filings as reasonably practical. The Bankruptcy Sellers shall also promptly (bwithin 24 hours) Without limiting provide the generality Buyer with copies of Section 5.9(a), the Sale Order shall acceptable in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice of the hearing all pleadings received by or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of served by or upon the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leases. (c) In the event an appeal is taken, Sellers in connection therewith or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall Belgian Bankruptcy Approval which have not be required to expend unlimited funds in doing sootherwise been served on the Buyer.

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 (athe "Approval Motion"); 6.1.1.3 file a motion (the "Cash Collateral Motion") The Company 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 the Purchaser Buyer with proposed final drafts of all documents, motions, orders, filings or pleadings that the Company Seller proposes to file with the Bankruptcy Court which relate to the consummation or approval or consummation of this Agreement, the Contemplated Transactions, this Agreement Cash Collateral Motion or any other provision therein or hereinof this Agreement, and will provide the Purchaser Buyer with reasonable opportunity to review and comment 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 such filingsBuyer. (b) Without limiting the generality of Section 5.9(a)6.1.3 Seller shall use commercially reasonable efforts to obtain, at its sole cost and expense, the Sale Order 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 Agreements, Kodak Supply Agreement, Agfa Supply Agreement, Trebla Supply Agreement and Assumed Contracts in exchange for a credit toward the Purchase Price payment as provided in Section 5.3 of this Agreement, Seller shall acceptable be responsible for the payment, at or prior to Closing of any amounts necessary to cure any defaults which exist at Closing under the Franchise Agreements, Developer Agreements, Management Agreements, Kodak Supply Agreement, Agfa Supply Agreement, Trebla Supply Agreement and Assumed Contracts. Notwithstanding the foregoing, if one or more parties to any non-supply related executory contracts asserts a claim or files an objection to Seller's assumption and assignment of their respective contract(s) to Buyer based on a claim or claims which in form the aggregate exceed $50,000, which are determined to be valid after notice and substance hearing and which Seller is unwilling to cure, then the parties shall proceed to Closing without the affected agreement(s) with an abatement to the Purchaser Purchase Price equal to the percentage reduction in actual collections over the previous 12 months, as a result of the loss of the affected agreements. For example, if the affected agreements represent 2% of Seller's actual collections during the 12 months immediately preceding Closing, then Buyer would be entitled to a 2% reduction in the Purchase Price. If the claims exceed $200,000, the Seller may, at its sole option, terminate this Agreement and its counsel, includingrefund the Deposit to Buyer, without limitation, as further liability to Buyer. Buyer shall receive a dollar for dollar credit to the adequacy Purchase Price for the net book value of any Account Receivable or Note Receivable associated with any affected agreement, which is not assigned to Buyer and the affected Account Receivable and/or Note Receivable shall not be assigned to Buyer. Buyer may require, at its sole option, that Seller reject any affected contract pursuant to Section 6.1.4 of this Agreement. Buyer shall be responsible for providing adequate assurance of its ability to perform the obligations of Seller under these agreements following Closing. Seller's reasonable commercial efforts shall not require Seller to bear any costs associated with any time, expense or travel of Buyer, its employees, attorneys, accountants or other professionals or agents, or any other costs of Buyer. 6.1.4 Seller shall use commercially reasonable efforts, at its sole cost and expense, to file and obtain approval of the motion(s) to reject those executory contracts identified on Schedule 6.1.4. 6.1.5 From and after the date of this Agreement, Seller shall not take any action or fail to take any action, which action or failure to act would reasonably be expected to (i) prevent or impede the consummation of the transactions contemplated in this Agreement, or (ii) result in (A) the reversal, avoidance, revocation, vacating or modification (in any manner which would reasonably be expected to materially and adversely affect Buyer's rights hereunder) or (B) the entry of a stay pending appeal, in the cases of each of sub-clauses (A) or (B) of this Section, with respect to the Approval Order, the Cash Collateral Order, the Assignment Order; provided, however, that nothing contained herein will in any way limit Seller's ability to provide notice of the hearing or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) Approval Motion and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leases. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company shall also provide the Purchaser comply 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay information from potential competing bidders for the Assets so long as it complies with the provisions of the Sale Order, but shall not be required to expend unlimited funds in doing soSection 6.2 and 6.3.

Bankruptcy Covenants. (a) The Prior to the Firm Commitment Closing Date, the Approval Orders shall not have been stayed, modified, reversed or amended. (b) From and after the date hereof, none of the Selling Stockholders, the Company and any Underwriter shall, and the Selling Stockholders, the Company and any Underwriter shall ensure that none of their respective subsidiaries and affiliates shall, take any action or fail to take any action, which action or failure to act would reasonably be expected to (i) prevent or impede the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement, or (ii) with respect to the Approval Orders, result in (A) the reversal, avoidance, revocation, vacating or modification (in any manner which would reasonably be expected to materially and adversely affect any Underwriter's rights hereunder) or (B) the entry of a stay pending appeal of such Approval Orders. (c) Each of the Selling Stockholders shall promptly (within 24 hours) provide the Purchaser Underwriters with proposed final drafts of all documents, motions, orders, filings or pleadings that the Company such Selling Stockholder proposes to file with the applicable Bankruptcy Court Courts which relate to the consummation or approval or consummation of the Contemplated Transactions, this Agreement or any provision therein or herein, and will provide the Purchaser Underwriters with reasonable opportunity to review and comment on approve such filings. filings as reasonably practical. The Selling Stockholders shall also promptly (bwithin 24 hours) Without limiting provide the generality Underwriters with copies of Section 5.9(a), all pleadings received by or served by or upon the Sale Order shall acceptable Selling Stockholders in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice of the hearing or hearings connection therewith which have not otherwise been served on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed LeasesRepresentative. (c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing so.

Bankruptcy Covenants. (a) The Company shall promptly Within three Business Days following the completion of the Auction, Sellers will and will cause their applicable Subsidiaries to, at their sole cost and expense, file a motion to obtain an order, pursuant to 11 U.S.C. Sections 105, 363, and 365, to approve the Acquisition, in form and substance reasonably acceptable to Purchaser and Nucentrix, but including the express terms of the Approval Order as defined and on the terms contained herein (the "Approval Motion"). Sellers will, and will cause their applicable Subsidiaries to, use their best efforts to obtain the Approval Order on or before November 17, 2003. (b) Sellers will provide Purchaser and its Representatives the Purchaser with proposed final drafts of opportunity, and sufficient time, to review and comment on all documents, motions, orders, filings or pleadings that the Company proposes to Sellers file with the Bankruptcy Court which relate to the consummation or approval or consummation of the Contemplated TransactionsAcquisition and this Agreement, this Agreement the Approval Motion, related orders, or any provision therein herein or hereintherein, and will provide the Purchaser with incorporate all reasonable opportunity to review and comment on such filings. (b) Without limiting the generality comments of Section 5.9(a), the Sale Order shall acceptable in form and substance to the Purchaser and its counselRepresentatives. Sellers will also promptly provide Purchaser with facsimile or electronic copies of all pleadings received by or served by or upon the Sellers in connection with its Bankruptcy Case, includingwhich, without limitation, as to the adequacy Knowledge of notice of the hearing or hearings Sellers, have not otherwise been served on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leases. (c) In From and after the event an appeal is takencommencement of the Bankruptcy Cases, or Sellers will, and will cause their applicable Subsidiaries to, continue to operate their business as a stay pending appeal is requested or reconsideration is sought, debtor in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. (d) During the period from the Sale Orderdate hereof until the Closing, Sellers shall not and shall not permit their Subsidiaries to take any actions outside the Company shall promptly ordinary and usual course of business without the approval of the Bankruptcy Court after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing soPurchaser.