Common use of Bankruptcy Covenants Clause in Contracts

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 good faith the views of the 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, 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 48 hours after receipt of such pleadings by the Debtors) provide 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 Chapter 11 Proceeding after the date hereof, which either the Parent or the Company knows have not otherwise been served on the Buyer.

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 20December 5, 19982003), 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 thereafter (and in no event later than August 24December 18, 19982003), the Parent and the Company shall, and shall cause each of the other Debtors to, file with the Bankruptcy Court a Disclosure Statement related thereto in form and substance reasonably acceptable with respect to the Buyer and the Company (the "Disclosure Statement")Plan. Thereafter, without the prior written consent of the BuyerPurchaser, 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 orwith respect to the business, except as provided in Section 4.7(b)operations, 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 the Buyer Purchaser with (i) proposed final drafts of all documents, motions, orders, filings filings, pleadings, supplements or pleadings amendments 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 Purchaser with reasonable opportunity to review and comment upon such filings and (ii) any objections to the extent reasonably practicablePlan or Disclosure Statement. The Parent and the Company shall, and shall cause each of the other Debtors to, consult and cooperate with the BuyerPurchaser, and consider in good faith the views of the BuyerPurchaser, as contemplated by the Amended Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease, license lease 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 48 hours two (2) Business Days after receipt of such pleadings by the Debtors) provide the Buyer 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 Chapter 11 Proceeding Case after the date hereof. (b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Orders or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide 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. (c) Promptly after the execution of this Agreement (and in no event later than two (2) Business Days following the execution of this Agreement), Company shall, and shall cause each of the other Debtors to, file a motion (the "Investment Motion") for expedited determination of the approval of the Exclusivity Provisions (as defined in Section 6.10(a)), the Termination Fee and the Expense Reimbursement provided for in this Agreement in form and substance reasonably acceptable to Purchaser. Company shall, and shall cause each of the other Debtors to, use commercially reasonable efforts to obtain the Approval Order by December 18, 2003, which either order shall be in form and substance reasonably acceptable to Purchaser and Company, with only such changes as shall be agreed to by Purchaser and Company in writing. (d) Promptly after the Parent or execution of this Agreement (and in no event later than five (5) Business Days following execution of this Agreement), Company shall file a motion to seek authorization to pay, with respect to the Second Lien L/C Credit Facility Credit Agreement, a commitment fee of up to $125,000, and cost reimbursement of up to $75,000. Company knows have not otherwise been served on the Buyershall use commercially reasonable efforts to obtain an order granting such authorization as soon as practicable.

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 20December 5, 19982003), 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 thereafter (and in no event later than August 24December 18, 19982003), the Parent and the Company shall, and shall cause each of the other Debtors to, file with the Bankruptcy Court a Disclosure Statement related thereto in form and substance reasonably acceptable with respect to the Buyer and the Company (the "Disclosure Statement")Plan. Thereafter, without the prior written consent of the BuyerPurchaser, 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 orwith respect to the business, except as provided in Section 4.7(b)operations, 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 the Buyer Purchaser with (i) proposed final drafts of all documents, motions, orders, filings filings, pleadings, supplements or pleadings amendments 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 Purchaser with reasonable opportunity to review and comment upon such filings and (ii) any objections to the extent reasonably practicablePlan or Disclosure Statement. The Parent and the Company shall, and shall cause each of the other Debtors to, consult and cooperate with the BuyerPurchaser, and consider in good faith the views of the BuyerPurchaser, as contemplated by the Amended Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease, license lease 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 48 hours two (2) Business Days after receipt of such pleadings by the Debtors) provide the Buyer 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 Chapter 11 Proceeding Case after the date hereof. (b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Orders or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide 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. (c) Promptly after the execution of this Agreement (and in no event later than two (2) Business Days following the execution of this Agreement), Company shall, and sha ll cause each of the other Debtors to, file a motion (the “Investment Motion”) for expedited determination of the approval of the Exclusivity Provisions (as defined in Section 6.10(a)), the Termination Fee and the Expense Reimbursement provided for in this Agreement in form and substance reasonably acceptable to Purchaser. Company shall, and shall cause each of the other Debtors to, use commercially reasonable efforts to obtain the Approval Order by December 18, 2003, which either order shall be in form and substance reasonably acceptable to Purchaser and Company, with only such changes as shall be agreed to by Purchaser and Company in writing. (d) Promptly after the Parent or execution of this Agreement (and in no event later than five (5) Business Days following execution of this Agreement), Company shall file a motion to seek authorization to pay, with respect to the Second Lien L/C Credit Facility Credit Agreement, a commitment fee of up to $125,000, and cost reimbursement of up to $75,000. Company knows have not otherwise been served on the Buyershall use commercially reasonable efforts to obtain an order granting such authorization as soon as practicable.

Bankruptcy Covenants. (a) Promptly The Company shall file its motion to approve the Investor Breakup Fee as soon as practicable after the execution of this AgreementPetition Date, but in no event later than five (5) Business Days after the Parent and Petition Date, seeking therein 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)), Bankruptcy Court to the Company payment of the Investor Breakup Fee in accordance with the terms of this Agreement and the Buyer treatment of any unpaid portion of the Investor Breakup Fee (as defined in an administrative priority claim under Section 4.8(a)503(b) of the Bankruptcy Code. The motion and the Buyer Reimbursement (as defined in Section 4.21) provided for in this Agreement Approval Order shall be acceptable in form and substance acceptable to the BuyerInvestors and their counsel. The Parent and the Company shall, and shall cause each of the other Debtors to, use its reasonable best efforts to obtain an order approving cause the Initial Merger Motion Bankruptcy Court to enter the Approval Order as soon as practicable after the Petition Date, but in any case, not later than thirty (the "Initial Merger Order"30) 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 writingPetition Date. (b) As soon as practicable following the execution of this Agreement (and in no event later than August 20, 1998)Agreement, the Parent and Company shall file the Company shall, and shall cause each of the other Debtors to, file Reorganization Plan with the Bankruptcy Court the Amended PlanCourt. As soon as practicable following the filing of the Amended Plan (and in no event later than August 24, 1998)Reorganization Plan, 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 Investors and the Company (the "Disclosure Statement"). ThereafterThe Company shall exercise its reasonable best efforts to (i) obtain Bankruptcy Court approval of the Disclosure Statement; (ii) solicit and obtain acceptances of the Reorganization Plan in accordance with the provisions of the Bankruptcy Code, without and (iii) confirm the Reorganization Plan, either consensually, or by way of "cram down" under Section 1129(b) of the Bankruptcy Code. Without the prior written consent of the BuyerInvestors, the Parent and the Company shall not, and shall cause each of the other Debtors not to, amend or modify in any material respect any provision of the Amended Reorganization Plan material to the interests of the Investors pursuant to this Agreement, or the Disclosure Statement or, except as provided in Section 4.7(b), withdraw the Amended Reorganization Plan or file any other plan of reorganization reorganization, except in connection with termination of this Agreement. Without the prior written consent of the DebtorsInvestors, which consent shall not be unreasonably withheld or delayed, the Company shall not amend or modify in any material respect the Disclosure Statement. Except in conjunction with termination of this Agreement, all motions, agreements, orders, stipulations and settlements entered into with respect to the Company or any of its rights, obligations, assets or liabilities shall be consistent with the rights of the Investors pursuant to this Agreement. (c) The Parent and Without limiting the provisions of this Agreement, the Approval Order or the Reorganization Plan, the Company shall, and shall cause each of the other Debtors to, promptly provide the Buyer Investors 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, Reorganization Plan or this Agreement or any provision therein or hereinAgreement, and will provide the Buyer Investors 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 good faith the views of the 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, 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 48 hours after receipt of such pleadings by the Debtors) provide the Buyer Investors 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 Company in connection with the Chapter 11 Proceeding after the date hereof, which either unless Cerberus Capital Management, L.P. is specifically listed on the Parent certificate of service relating to such pleading. (d) The Company shall oppose and/or seek any necessary relief to preclude to the extent possible, any and all actions taken by third parties that if successful, would be contrary to the terms of this Agreement, the Reorganization Plan or otherwise adversely affect the consummation and implementation of the Reorganization Plan, including, without limitation, any attempts to terminate or modify the Company's exclusive right to file and confirm any plan of reorganization under the Bankruptcy Code, any actions to terminate or modify the automatic stay to allow the exercise of remedies against the Company or the property of its bankruptcy estate, any motion to dismiss or convert the bankruptcy case or any actions taken by third parties to obtain control, directly or indirectly, of the Company knows have not for the purpose of withdrawing the Reorganization Plan or otherwise been served on the Buyerprecluding its confirmation.