Common use of Bankruptcy Process Clause in Contracts

Bankruptcy Process. (a) Seller and Purchaser acknowledge and agree that this Agreement, the sale of the Purchased Assets and the Transactions are subject to higher or otherwise better bids (in accordance with the Bidding Procedures) and Bankruptcy Court approval. Purchaser and Seller acknowledge that Seller must take reasonable steps to demonstrate that they have sought to obtain the highest or otherwise best offer for the Purchased Assets, including giving notice thereof to the creditors of Seller and other interested parties, providing information about Seller’s business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction (the “Auction”). (b) The bidding procedures to be employed with respect to this Agreement and any Auction will be those reflected in the Bidding Procedures Order, which will be in a form and substance reasonably acceptable to the Parties. Purchaser agrees to be bound by and accept the terms and conditions of the Bidding Procedures Order as entered by the Bankruptcy Court. Purchaser agrees and acknowledges that (i) following the Bankruptcy Court’s entry into the Bidding Procedures Order, Seller and its Affiliates will be permitted, and will be permitted to cause their Representatives, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to Purchaser and its Affiliates, agents and Representatives). The obligations of Seller (if any) to pay the Expense Reimbursement and Break Up Fee (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code; (ii) shall not be subordinate to any other administrative expense claim against the Seller; and (iii) shall survive the termination of this Agreement in accordance with Section 4.6. (c) Purchaser will provide adequate evidence and assurance under the Bankruptcy Code of the future performance by Purchaser of each Purchased Contract. Purchaser will, and will cause its Affiliates to, reasonably promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of future performance under the Purchased Contracts, such as furnishing affidavits, non-confidential financial information and other documents or information for filing with the Bankruptcy Court and making Purchaser’s Representatives available to testify before the Bankruptcy Court. Subject to the other terms and conditions of this Agreement, Purchaser will, from and after the Closing Date, (i) assume all liabilities and obligations of Seller under the Purchased Contracts, to the extent Assumed Liabilities, and (ii) satisfy and perform all of the liabilities and obligations related to each of the Purchased Contracts when the same are due thereunder. (d) If this Agreement and the sale of the Purchased Assets to Purchaser on the terms and conditions hereof are determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order, Purchaser and Seller agree to use commercially reasonable efforts to cause the Bankruptcy Court to enter the Approval Order with such changes or modifications as may be requested by Purchaser or Seller that are consented to in writing by the other party, with such consent not to be unreasonably withheld, conditioned or delayed. (e) Seller covenants and agrees that if the Approval Order is entered, the terms of any plan submitted by Seller to the Bankruptcy Court for confirmation will not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement and the rights of Purchaser hereunder, or in any way prevent or interfere with the consummation or performance of the Transactions including any transaction that is contemplated by or approved pursuant to the Approval Order. (f) If the Approval Order or any other orders of the Bankruptcy Court relating to this Agreement are appealed or petition for certiorari or motion for rehearing or reargument is filed with respect thereto, Seller agrees to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion and Purchaser agrees to cooperate in such efforts and each Party agrees to use its commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, that the absence of an appeal of the Approval Order will not be a condition to any Party’s obligation to consummate the Transactions at the Closing. (g) For the avoidance of doubt, nothing in this Agreement will restrict Seller or its Affiliates from selling, disposing of or otherwise transferring any Excluded Assets or from settling, delegating or otherwise transferring any Excluded Liabilities, or from entering into discussions or agreements with respect to the foregoing.

Bankruptcy Process. GCX shall file a motion seeking an order of the Court approving the binding agreements contained in this Letter and the IOA (athe "LOI Order") Seller within three (3) business days after execution thereof, which motion shall be reasonably acceptable to AMCE in form and Purchaser acknowledge substance in the good faith exercise of its discretion. The LOI Order shall specifically provide for the Termination Payments provided for in paragraph (f)(ii) below and agree that this shall otherwise be reasonably satisfactory to AMCE in the good faith exercise of its discretion. AMCE, GCX and the Committee of Unsecured Creditors in the Chapter 11 Cases (the "Committee") will cooperate in the preparation of the Plan, the disclosure statement therefor (the "Disclosure Statement"), the forms of ballots, solicitation procedures and Plan related procedures (collectively, the "Plan Procedures") and will use commercially reasonable efforts (which shall not be interpreted to require AMCE or GCX to pay any amount other its own attorneys' fees) to obtain Court approval and confirmation of the Agreement, Plan, Disclosure Statement and Plan Procedures and to implement the sale of the Purchased Assets and the Transactions are subject to higher or otherwise better bids (Plan in accordance with the Bidding Proceduresfollowing schedule: (i) and Bankruptcy The Court approval. Purchaser and Seller acknowledge that Seller must take reasonable steps to demonstrate that they shall have sought to obtain entered the highest or otherwise best offer for the Purchased Assets, including giving notice thereof to the creditors of Seller and other interested parties, providing information about Seller’s business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, andLOI Order, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction (the “Auction”). (b) The bidding procedures to be employed with respect to this Agreement and any Auction will be those reflected in the Bidding Procedures Order, which will be in a form and substance reasonably acceptable satisfactory to AMCE in the Parties. Purchaser agrees to be bound by and accept the terms and conditions good faith exercise of the Bidding Procedures Order as entered by the Bankruptcy Court. Purchaser agrees and acknowledges that (i) following the Bankruptcy Court’s entry into the Bidding Procedures Orderits discretion, Seller and its Affiliates will be permittedon or before January 15, and will be permitted to cause their Representatives, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to Purchaser and its Affiliates, agents and Representatives). The obligations of Seller (if any) to pay the Expense Reimbursement and Break Up Fee (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code; 2002. (ii) The Plan, Disclosure Statement and Plan Procedures shall not be subordinate to any other administrative expense claim against have been filed with the Seller; and Court on or before December 21, 2001. (iii) The SA Lenders (as defined in the Term Sheet) shall survive the termination of this Agreement in accordance with Section 4.6. (c) Purchaser will provide adequate evidence and assurance under the Bankruptcy Code have entered into a binding agreement satisfactory to AMCE regarding satisfaction of the future performance by Purchaser of each Purchased Contract. Purchaser will, and will cause its Affiliates to, reasonably promptly take all actions reasonably required to assist JV Loan Purchase Condition described in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of future performance under the Purchased Contracts, such as furnishing affidavits, non-confidential financial information and other documents or information for filing with the Bankruptcy Court and making Purchaser’s Representatives available to testify before the Bankruptcy Court. Subject Term Sheet at least one day prior to the other terms and conditions of this Agreement, Purchaser will, from and after Court hearing for the Closing Date, (i) assume all liabilities and obligations of Seller under the Purchased Contracts, to the extent Assumed Liabilities, and (ii) satisfy and perform all of the liabilities and obligations related to each of the Purchased Contracts when the same are due thereunder. (d) If this Agreement and the sale of the Purchased Assets to Purchaser on the terms and conditions hereof are determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order, Purchaser and Seller agree to use commercially reasonable efforts to cause the Bankruptcy Court to enter the Approval Order with such changes or modifications as may be requested by Purchaser or Seller that are consented to in writing by the other party, with such consent not to be unreasonably withheld, conditioned or delayed. (e) Seller covenants and agrees that if the Approval Order is entered, the terms of any plan submitted by Seller to the Bankruptcy Court for confirmation will not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement and the rights of Purchaser hereunder, or in any way prevent or interfere with the consummation or performance of the Transactions including any transaction that is contemplated by or approved pursuant to the Approval LOI Order. (fiv) If A Court order approving the Approval Order or any other orders adequacy of the Bankruptcy Court relating to this Agreement are appealed Disclosure Statement shall have been entered on or petition for certiorari or motion for rehearing or reargument is filed with respect theretobefore February 25, Seller agrees to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion and Purchaser agrees to cooperate in such efforts and each Party agrees to use its commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, that the absence of an appeal of the Approval Order will not be a condition to any Party’s obligation to consummate the Transactions at the Closing2002. (gv) For The applicable waiting period for the avoidance HSR Filing shall have expired or been terminated early, without the initiation of doubtany enforcement action and without the imposition of any conditions on the Proposed Transaction by the Federal Trade Commission or the Antitrust Division of the Department of Justice, nothing not less than five (5) days prior to the confirmation hearing for the Plan. (vi) A Court order confirming the Plan (the "Confirmation Order") shall have been entered on or before March 20, 2002. (vii) The Confirmation Order shall have become a final, nonappealable order on or before April 1, 2002. If AMCE is not in breach of its obligations under this Agreement will restrict Seller Letter, AMCE may extend any of the dates set forth in any or its Affiliates from sellingall of clauses (i)-(vii) above, disposing of or otherwise transferring any Excluded Assets or from settling, delegating or otherwise transferring any Excluded Liabilitiesinclusive, or from entering into discussions paragraph (c) above, for a period of up to thirty days, by giving written notice of such election to GCX and the Principal Claimants (as defined below) on or agreements with respect before the applicable date being extended. If GCX is not in breach of its obligations under this Letter, GCX and the Committee may jointly extend any of the dates set forth in any or all of clauses (i)-(vii) above, inclusive, or paragraph (c) above, for a period of up to thirty days, by giving written notice of such election to AMCE and the foregoingPrincipal Claimants (as defined below) on or before the applicable date being extended.

Bankruptcy Process. (a) Seller and Purchaser acknowledge and agree that this AgreementOn the date the LodgeNet Parties commence the Restructuring (the “Petition Date”) by commencing, the sale of the Purchased Assets and the Transactions are subject to higher or otherwise better bids (in accordance with the Bidding Procedures) and Bankruptcy Court approval. Purchaser and Seller acknowledge that Seller must take reasonable steps to demonstrate that they have sought to obtain the highest or otherwise best offer for the Purchased Assetsterms of this Agreement, including giving notice thereof to the creditors of Seller and other interested parties, providing information about Seller’s business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction a voluntary case (the “AuctionChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), the LodgeNet Parties shall file with the Bankruptcy Court (i) the Plan in the form attached hereto as Exhibit A (the “Approved Plan”), as may be amended, modified or supplemented only in accordance with Section 9 hereunder and (ii) the related disclosure statement (the “Disclosure Statement”). (b) The bidding procedures to Each of the following shall be employed consistent in all respects with respect to this Agreement and any Auction will be those reflected the Approved Plan, and (x) as to the documents in the Bidding Procedures Order, which will clauses (i) through (iv) shall be in a form and substance reasonably acceptable to the Parties. Purchaser agrees Requisite Consenting Lenders, provided that such documents shall be in form and substance acceptable to the Requisite Consenting Lenders, without regard to reasonableness, with respect to any terms that have an effect on the Consenting Lenders and (y) as to the documents in clauses (v) through (x) shall be bound by in all respects in form and accept substance acceptable to the terms and conditions of the Bidding Procedures Order as entered by the Bankruptcy Court. Purchaser agrees and acknowledges that Requisite Consenting Lenders: (i) following the Bankruptcy Court’s entry into Disclosure Statement, (ii) the Bidding Procedures materials relating to the Solicitation (as defined below), (iii) any proposed order approving the Disclosure Statement (the “Disclosure Statement Order”), Seller (iv) any proposed confirmation order confirming the Approved Plan (the “Confirmation Order”), it being acknowledged that the form of Confirmation Order attached to the Investment Agreement is in form and its Affiliates will be permittedsubstance acceptable to the Requisite Consenting Lenders, (v) any order approving on an interim basis the DIP/Cash Collateral Motion (defined below) (the “Interim DIP Order”); (vi) any order approving on a final basis the DIP/Cash Collateral Motion on terms substantially similar to the Interim DIP Order (the “Final DIP Order” and will be permitted to cause their Representativescollectively with the Interim DIP Order the “DIP Orders”), to initiate contact with, solicit (vii) any orders approving on an interim or encourage submission final basis the use of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person “cash collateral” (as defined in addition to Purchaser and its Affiliates, agents and Representatives). The obligations of Seller (if any) to pay the Expense Reimbursement and Break Up Fee (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2section 363(a) of the Bankruptcy Code; ), in which the Prepetition Agent and Prepetition Lenders have a lien, security interest or other interest (iithe “Interim Cash Collateral Order” and the “Final Cash Collateral Order”, respectively, and collectively the “Cash Collateral Orders”) shall not be subordinate to any other administrative expense claim against and (viii) the SellerExit Loan Agreement (as defined in the Approved Plan), consistent with the Exit Term Loan Term Sheet (as defined in the Approved Plan) (ix) the Intercreditor Agreements (as defined in the Approved Plan), consistent with the Exit Term Loan Term Sheet; and (iiix) shall survive the termination of this Amended and Restated Guarantee and Collateral Agreement (as defined in accordance with Section 4.6. (c) Purchaser will provide adequate evidence and assurance under the Bankruptcy Code of the future performance by Purchaser of each Purchased Contract. Purchaser willApproved Plan), and will cause its Affiliates to, reasonably promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of future performance under the Purchased Contracts, such as furnishing affidavits, non-confidential financial information and other documents or information for filing consistent with the Bankruptcy Court and making Purchaser’s Representatives available to testify before the Bankruptcy Court. Subject to the Exit Term Loan Term Sheet (documents in (viii) through (x), along with any other terms and conditions of this Agreementrelated or similar documents, Purchaser willcollectively, from and after the Closing Date, (i) assume all liabilities and obligations of Seller under the Purchased Contracts, to the extent Assumed Liabilities, and (ii) satisfy and perform all of the liabilities and obligations related to each of the Purchased Contracts when the same are due thereunder. (d) If this Agreement and the sale of the Purchased Assets to Purchaser on the terms and conditions hereof are determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order, Purchaser and Seller agree to use commercially reasonable efforts to cause the Bankruptcy Court to enter the Approval Order with such changes or modifications as may be requested by Purchaser or Seller that are consented to in writing by the other party, with such consent not to be unreasonably withheld, conditioned or delayedNew Term Loan Documents”). (e) Seller covenants and agrees that if the Approval Order is entered, the terms of any plan submitted by Seller to the Bankruptcy Court for confirmation will not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement and the rights of Purchaser hereunder, or in any way prevent or interfere with the consummation or performance of the Transactions including any transaction that is contemplated by or approved pursuant to the Approval Order. (f) If the Approval Order or any other orders of the Bankruptcy Court relating to this Agreement are appealed or petition for certiorari or motion for rehearing or reargument is filed with respect thereto, Seller agrees to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion and Purchaser agrees to cooperate in such efforts and each Party agrees to use its commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, that the absence of an appeal of the Approval Order will not be a condition to any Party’s obligation to consummate the Transactions at the Closing. (g) For the avoidance of doubt, nothing in this Agreement will restrict Seller or its Affiliates from selling, disposing of or otherwise transferring any Excluded Assets or from settling, delegating or otherwise transferring any Excluded Liabilities, or from entering into discussions or agreements with respect to the foregoing.

Bankruptcy Process. (a) Seller Sellers and Purchaser acknowledge and agree that this Agreement, the sale of the Purchased Assets and the Transactions are subject to higher or otherwise better bids (in accordance with the Bidding ProceduresProcedures Order) and Bankruptcy Court approval. Purchaser and Seller Sellers acknowledge that Seller Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest or otherwise best offer for the Purchased Assets, including giving notice thereof to the creditors of Seller Sellers and other interested parties, providing information about Seller’s Sellers’ business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction in accordance with the Bidding Procedures Order (the “Auction”). (b) The bidding procedures to be employed with respect to this Agreement and any Auction will be those reflected in the Bidding Procedures Order, which will be in a form and substance reasonably acceptable to the Parties. Purchaser agrees to be bound by and accept the terms and conditions of the Bidding Procedures Order as entered by the Bankruptcy Court. Purchaser agrees and acknowledges that (i) following the Bankruptcy Court’s entry into the Bidding Procedures Order, Seller Sellers and its their Affiliates will be permitted, and will be permitted to cause their Representatives, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to Purchaser and its Affiliates, agents and Representatives). (b) The bidding procedures to be employed with respect to this Agreement and any Auction will be those reflected in the Bidding Procedures Order, which will be substantially in the form attached hereto as Exhibit B and with such modifications or supplements reasonably satisfactory to Purchaser. The obligations of Seller (if any) Purchaser agrees to pay be bound by and accept the Expense Reimbursement terms and Break Up Fee (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2) conditions of the Bidding Procedures Order as entered by the Bankruptcy Code; (ii) shall not be subordinate Court to any other administrative expense claim against the Seller; extent such order is substantially in the form attached hereto as Exhibit B and (iii) shall survive the termination of this Agreement in accordance with Section 4.6such modifications or supplements reasonably satisfactory to Purchaser. (c) Purchaser will provide adequate evidence and assurance under the Bankruptcy Code of the future performance by Purchaser of each Purchased Contract. Purchaser will, and will cause its Affiliates to, reasonably promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of future performance under the Purchased Contracts, such as furnishing affidavits, non-confidential financial information and other documents or information for filing with the Bankruptcy Court and making Purchaser’s Representatives available to testify before the Bankruptcy Court. Subject to the other terms and conditions of this Agreement, Purchaser will, from and after the Closing Date, (i) assume all liabilities and obligations Liabilities of Seller Sellers under the Purchased Contracts, to the extent Assumed Liabilities, Contracts and (ii) satisfy and perform all of the liabilities and obligations Liabilities related to each of the Purchased Contracts when the same are due thereunder. (d) If this Agreement and the sale of the Purchased Assets to Purchaser on the terms and conditions hereof are determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order, Purchaser and Seller Sellers agree to use commercially reasonable efforts to cause the Bankruptcy Court to enter the Approval Sale Order in substantially in the form attached hereto as Exhibit D with such changes or modifications as may be requested by Purchaser or Seller Sellers that are consented to in writing by the other party, with such consent not to be unreasonably withheld, conditioned or delayed. (e) Seller covenants Sellers covenant and agrees agree that if the Approval Sale Order is entered, the terms of any plan of reorganization or liquidation, or any structured dismissal, of any of the Bankruptcy Cases, submitted by Seller Sellers to the Bankruptcy Court for confirmation will not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement and the rights of Purchaser hereunder, or in any way prevent or interfere with the consummation or performance of the Transactions including any transaction that is contemplated by or approved pursuant to the Approval Sale Order. (f) Purchaser agrees to be bound by and accept the terms and conditions of the Sale Order as entered by the Bankruptcy Court to the extent such order is substantially in the form attached hereto as Exhibit D and with such modifications or supplements reasonably satisfactory to Purchaser. If the Approval Sale Order or any other orders of the Bankruptcy Court relating to this Agreement are appealed or petition for certiorari or motion for rehearing or reargument is filed with respect thereto, Seller agrees Sellers agree to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion and Purchaser agrees to cooperate in such efforts and each Party agrees to use its commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, that the absence of an appeal of the Approval Order will not be a condition to any Party’s obligation to consummate the Transactions at the Closing. (g) For the avoidance of doubt, nothing in this Agreement will restrict Seller Sellers or its their Affiliates from selling, disposing of or otherwise transferring any Excluded Assets or from settling, delegating or otherwise transferring any Excluded Liabilities, or from entering into discussions or agreements with respect to the foregoing.

Bankruptcy Process. (a) Seller and Purchaser The parties acknowledge and agree that this Agreement, the sale of the Purchased Assets and the Transactions other transactions contemplated by this Agreement are subject to higher or otherwise better bids (in accordance with the Bidding ProceduresProcedures Order) and Bankruptcy Court approval. Purchaser and Seller The parties acknowledge that Seller the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest or otherwise best offer for the Purchased Assets, including giving notice thereof to the their creditors of Seller and other interested parties, providing information about Seller’s Sellers’ business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction (the “Auction”). (b) The bidding procedures to be employed with respect to this Agreement and any Auction will shall be those reflected in the Bidding Procedures Order, which will be in a form and substance reasonably acceptable to the Parties. Purchaser Buyer agrees to be bound by and accept the terms and conditions of the Bidding Procedures Order as entered by the Bankruptcy Court. Purchaser , provided that it is in form and substance reasonably acceptable to Buyer, including with respect to any modifications or supplements to the form of Bidding Procedures Order attached hereto as Exhibit C. Buyer agrees and acknowledges that (i) following the Bankruptcy Court’s entry into of the Bidding Procedures Order, Seller Sellers and its Affiliates will their Subsidiaries shall be permitted, and will shall be permitted to cause their directors, officers, employees, stockholders, Affiliates or any of their respective representatives (“Representatives, ”) to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to Purchaser Buyer and its Affiliates, agents and Representatives). The obligations of Seller (if any) to pay the Expense Reimbursement and Break Up Fee (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code; (ii) shall the bidding procedures contained in the Bidding Procedures Order may be supplemented by other customary procedures not be subordinate to any other administrative expense claim against inconsistent with the Seller; matters otherwise set forth therein and (iii) shall survive the termination terms of this Agreement and, to the extent not inconsistent with the matters otherwise set forth in accordance the bidding procedures contained in the Bidding Procedures Order and the terms of this Agreement, as may be approved by the Bankruptcy Court. In connection with the actions permitted pursuant to this Section 4.67.06(b), the Sellers may supply information Related to the Business and the Purchased Assets to prospective bidders. In the event that the Sellers, their Affiliates or Representatives provide or make available to any prospective bidders any non-public information not previously provided or made available to Buyer and its agents and Representatives, or non-public information in a form not previously provided or made available to Buyer and its agents and Representatives, the Sellers shall, in each case, promptly (but in no event later than one Business Day after receipt) immediately post all such non-public information to Sellers’ online data room or otherwise make such information available to Buyer. Notwithstanding anything herein to the contrary, neither the Sellers nor their Affiliates or Representatives shall disclose to any third person any work product of Buyer or any of its Affiliates, including without limitation any business plan of the Buyer. (c) Purchaser will provide adequate evidence and assurance under the Bankruptcy Code of the future performance by Purchaser of each Purchased Contract. Purchaser will, and will cause its Affiliates to, reasonably promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of future performance under the Purchased Contracts, such as furnishing affidavits, non-confidential financial information and other documents or information for filing with the Bankruptcy Court and making Purchaser’s Representatives available to testify before the Bankruptcy Court. Subject to the other terms and conditions of this Agreement, Purchaser will, from and after the Closing Date, (i) assume all liabilities and obligations of Seller under the Purchased Contracts, to the extent Assumed Liabilities, and (ii) satisfy and perform all of the liabilities and obligations related to each of the Purchased Contracts when the same are due thereunder. (d) If this Agreement and the sale of the Purchased Assets to Purchaser the Buyer on the terms and conditions hereof are determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order, Purchaser and Seller the parties agree to use commercially reasonable efforts to cause the Bankruptcy Court to enter an order approving such sale substantially in the Approval form attached hereto as Exhibit D (it being understood and agreed that the form of Sale Order attached hereto in Exhibit D is acceptable to Buyer) with such changes or modifications as may be requested by Purchaser Buyer or Seller the Sellers that are consented to in writing by the other party, with such consent not to be unreasonably withheld, conditioned or delayeddelayed (the “Sale Order”).Buyer agrees that it will promptly take all actions that are reasonably requested by the Sellers to assist in obtaining the Bankruptcy Court’s entry of the Sale Order, including furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Court and making Buyer’s Representatives available to testify before the Bankruptcy Court. (d) If the Sale Order or any other Orders of the Bankruptcy Court relating to this Agreement shall be appealed by any Person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such Order), the Sellers shall consult with Buyer regarding the status of any such actions and, at Buyer’s reasonable request, diligently defend against such appeal, petition or motion and use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion. (e) Seller covenants The Sellers shall consult with Buyer and agrees its representatives concerning the Sale Order, and, upon request, 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. (f) The Sellers covenant and agree that if the Approval Sale Order is entered, the terms of any plan submitted by Seller the Sellers to the Bankruptcy Court for confirmation will shall not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement and the rights of Purchaser Buyer hereunder, or in any way prevent or interfere with the consummation or performance of the Transactions transactions contemplated by this Agreement including any transaction that is contemplated by or approved pursuant to the Approval Sale Order. (f) If the Approval Order or any other orders of the Bankruptcy Court relating to this Agreement are appealed or petition for certiorari or motion for rehearing or reargument is filed with respect thereto, Seller agrees to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion and Purchaser agrees to cooperate in such efforts and each Party agrees to use its commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, that the absence of an appeal of the Approval Order will not be a condition to any Party’s obligation to consummate the Transactions at the Closing. (g) For the avoidance of doubt, nothing in this Agreement will shall restrict any Seller or any of its Affiliates from selling, disposing of or otherwise transferring any Excluded Assets or from settling, delegating or otherwise transferring any Excluded Liabilities, or from entering into discussions or agreements with respect to the foregoing.