Common use of Bankruptcy Covenants Clause in Contracts

Bankruptcy Covenants. (a) As soon as practicable following the execution of this Agreement (and in no event later than December 5, 2003), Company shall, and shall cause each of the other Debtors to, file the Plan. As soon as practicable thereafter (and in no event later than December 18, 2003), Company shall, and shall cause each of the other Debtors to, file a Disclosure Statement with respect to the Plan. Thereafter, without the prior written consent of Purchaser, Company shall not, and shall cause each of the other Debtors not to, amend or modify any material provision of the Plan or the Disclosure Statement with respect to the business, operations, assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or withdraw the Plan or file any other plan of reorganization of the Debtors. Company shall, and shall cause each of the other Debtors to, promptly provide Purchaser with (i) proposed final drafts of all documents, motions, orders, filings, pleadings, supplements or amendments that Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Plan, this Agreement or any provision therein or herein, and will provide Purchaser with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statement. Company shall, and shall cause each of the other Debtors to, consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, as contemplated by the Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease or other executory contract. Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days after receipt of such pleadings by the Debtors) provide Purchaser with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors in connection with the Case after the date hereof.

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 December 5August 20, 20031998), 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 thereafter following the filing of the Amended Plan (and in no event later than December 18August 24, 20031998), the Parent and the Company shall, and shall cause each of the other Debtors to, file with the Bankruptcy Court a Disclosure Statement with respect related thereto in form and substance reasonably acceptable to the PlanBuyer and the Company (the "Disclosure Statement"). Thereafter, without the prior written consent of Purchaserthe 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 with respect to the businessor, operationsexcept as provided in Section 4.7(b), assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or 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 Purchaser the Buyer with (i) proposed final drafts of all documents, motions, orders, filingsfilings or pleadings that the Parent, pleadings, supplements or amendments that 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 Purchaser the Buyer with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statementextent reasonably practicable. The Parent and the Company shall, and shall cause each of the other Debtors to, consult and cooperate with Purchaserthe Buyer, and consider in good faith the views of Purchaserthe Buyer, as contemplated by the Amended Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease lease, license or other executory contract. The Parent and the Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days 48 hours after receipt of such pleadings by the Debtors) provide Purchaser the Buyer with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors in connection with the Case Chapter 11 Proceeding after the date hereof., which either the Parent or the Company knows have not otherwise been served on the Buyer. 4.5