Common use of Competing Transaction Clause in Contracts

Competing Transaction. (a) This Agreement is subject to approval by the Bankruptcy Court and the consideration of Sellers of higher and better competing bids (each a “Competing Bid”). From the date hereof (and any prior time) and until the completion of the auction contemplated hereby or as otherwise directed by the Bankruptcy Court, Sellers are permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Purchased Assets and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including supplying information relating to the Business and the assets of Sellers to prospective buyers. (b) Following completion of the auction contemplated hereby, Sellers are not permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the auction contemplated herein respond to any inquiries or offers to purchase all or any part of the Purchased Assets or perform any other acts related thereto, including supplying information relating to the Business and the assets of Sellers to prospective buyers.

Competing Transaction. (a) This Agreement is subject to approval by the Bankruptcy Court and the consideration of by Sellers of higher and or better competing bids (each a “Competing Bid”). From the date hereof (and any prior time) and until the completion of the auction contemplated hereby or as otherwise directed by the Bankruptcy Court, Sellers are permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Purchased Assets and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including supplying information relating to the Business and the assets of Sellers to prospective buyers. (b) Following completion of the auction contemplated hereby, Sellers are not permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the auction contemplated herein respond to any inquiries or offers to purchase all or any part of the Purchased Assets or perform any other acts related thereto, including supplying information relating to the Business and the assets of Sellers to prospective buyers.

Competing Transaction. (a) This Agreement is subject to approval by the Bankruptcy Court Except as provided in Section 7.20(b) and the consideration Bid Procedures Order, neither the Seller nor any Affiliate of Sellers Seller shall, directly or indirectly, through any officer, director, employee, agent, professional, advisor or other Representative (i) solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Purchaser) relating to any financing, refinancing, acquisition, divestiture, public offering, recapitalization, business combination or reorganization of higher or involving all or any part of the business and better competing bids operations of the Business (each a “Competing BidTransaction”). , (ii) furnish any information with respect to, or assist or participate in, or facilitate in any other manner, any effort or attempt by any Person to do or seek the foregoing or (iii) seek or support Bankruptcy Court approval of a motion or Order inconsistent in any way with the transactions contemplated herein. (b) From the date hereof (and any prior time) and of the entry of the Bid Procedures Order until the completion of Auction (“Solicitation Period”), the auction contemplated hereby or as otherwise directed by the Bankruptcy Court, Sellers are Seller is permitted to cause their respective representatives its Representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer Purchaser and its Affiliates, agents and representativesRepresentatives) in connection with any sale or other disposition of the Purchased AssetsCompeting Transaction. In addition, Sellers during such Solicitation Period, the Seller shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Purchased Assets Business and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including including, without limitation, supplying information relating to the Business and the assets of Sellers the Companies to prospective buyers. . The Seller shall contemporaneously provide Purchaser with any information provided to any prospective purchasers not previously provided to Purchaser. The Seller shall, within forty-eight (b48) Following completion hours of their receipt thereof, notify Purchaser of and provide Purchaser with a copy of any proposal received by the Seller with respect to any Competing Transaction, including disclosing to Purchaser the identity of the auction contemplated hereby, Sellers are not permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the auction contemplated herein respond to any inquiries or offers to purchase all or any part of the Purchased Assets or perform any other acts related thereto, including supplying information relating to the Business and the assets of Sellers to prospective buyersparty making such proposal.

Competing Transaction. (a) This Agreement is subject to approval by the Bankruptcy Court and the consideration of by Sellers of higher and or better competing bids (each a “Competing Bid”). From the date hereof (and any prior time) and until the completion of the auction contemplated hereby or as otherwise directed by the Bankruptcy Court, Sellers are permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Purchased Assets and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including supplying information relating to the Business and the assets of Sellers to prospective buyers. Any Competing Bid must be in an amount that is sufficient to pay the Break-Up Fee and result in additional consideration to the Sellers’ estates after payment of the Break-Up Fee. (b) Following completion of the auction contemplated hereby, Sellers are not permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, unless otherwise directed by the Bankruptcy Court, Sellers shall not after completion of the auction contemplated herein respond to any inquiries or offers to purchase all or any part of the Purchased Assets or perform any other acts related thereto, including supplying information relating to the Business and the assets of Sellers to prospective buyers.

Competing Transaction. (a) This Agreement is subject to approval by the Bankruptcy Court and the consideration by Parent, the official committee of Sellers unsecured creditors appointed in the Bankruptcy Cases and the Bankruptcy Court of higher and or better competing bids (each a “Competing Bid”)bids. From Purchaser acknowledges that following the date hereof (and any prior time) and until the completion entry of the auction contemplated hereby or as otherwise directed by the Bankruptcy CourtSale Approval Order, Sellers are permitted to cause their respective representatives Parent and its Representatives and Affiliates may continue to initiate contact with, or solicit or encourage submission of any inquiries, proposals or offers by, any Person with respect to any transaction (or series of transactions) involving the direct or indirect sale, transfer or other disposition of the Shares to a purchaser or purchasers other than Purchaser or effecting any other transaction (including a plan of reorganization or liquidation) the consummation of which would be substantially inconsistent with the transactions herein contemplated (a “Competing Transaction”). Purchaser further acknowledges that Parent shall have the responsibility and obligation prior to the date of the auction provided for in Bidding Procedures Order (the “Auction Date”) to respond to any inquiries or offers to purchase the Shares and perform any and all other acts related thereto contemplated by the Bidding Procedures Order, including supplying information relating to the Business and the assets of Parent to prospective purchasers that satisfy the conditions therefor specified in the Bidding Procedures Order. Notwithstanding the foregoing, after entry of the Bidding Procedures Order, in no event may Parent or its Affiliates initiate contact with, or solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer other than Purchaser and its Affiliates, agents and representativesrepresentative) in connection with any sale respect to a Competing Transaction or other disposition of the Purchased Assets. In addition, Sellers shall have the responsibility and obligation to respond to any inquiries accept an offer or offers to purchase all or any part of the Purchased Assets and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including supplying information relating to the Business and the assets of Sellers to prospective buyers. (b) Following completion of the auction contemplated hereby, Sellers are not permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, proposal from any Person (in addition to Buyer other than Purchaser and its Affiliates, agents and representativesrepresentative) with respect to a Competing Transaction (i) other than pursuant to and in connection compliance with any sale or other disposition the terms and conditions of the Purchased Assets. In addition, unless otherwise directed by Bidding Procedures Order or (ii) after the Bankruptcy Court, Sellers shall not after completion of the auction contemplated herein respond to any inquiries or offers to purchase all or any part of the Purchased Assets or perform any other acts related thereto, including supplying information relating to the Business and the assets of Sellers to prospective buyersAuction.