Common use of Submission for Bankruptcy Court Approval Clause in Contracts

Submission for Bankruptcy Court Approval. (i) The Seller has given notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (ii) The Parties shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (iv) If the Bid Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (ia) All of the Parties shall use their respective commercially reasonable efforts to have the Sale Hearing no later than May 24, 2023 and to have the Sale Order entered no later than 3 Business Days after the conclusion of the Sale Hearing. The Seller has given Buyer agrees that it will promptly take such actions as are reasonably requested by the Debtor Entities to assist in obtaining entry of such orders, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by the Buyer under this Agreement and the Assumed Real Property Lease and demonstrating that the Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. The Debtor Entities shall give notice under the Bankruptcy Code of the request for the relief in entry of the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased SecuritiesAssets and all non-debtor parties to the Assumed Real Property Lease, and shall give other appropriate notice, including such additional notice as the Bankruptcy Court shall direct or as the Purchaser Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings Proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated herebyTransactions. The Seller Debtor Entities shall be responsible for making all appropriate filings relating thereto to this Agreement or the Transactions with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser Buyer prior to their filing with the Bankruptcy Court for the PurchaserBuyer’s prior review and comments (which comments the Seller shall consider in good faith)review. (iib) An initial list of the agreements, contracts and other leases that may ultimately constitute the Assumed Real Property Lease (as amended, modified or supplemented from time to time, the “Cure Schedule”) shall be filed no later than the deadline established by the Bidding Procedures Order. The Parties Cure Schedule shall describe the potential Assumed Real Property Lease in sufficient detail to provide adequate notice to the non-debtor parties to such Contracts. The Cure Schedule shall set forth the amounts necessary to cure defaults under the Assumed Real Property Lease shown thereon, as reasonably determined in good faith by the Seller. In cases in which the Seller is unable to establish that a default exists, the relevant cure amount shall be set at $0.00. (c) Each Debtor Entity and the Buyer shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all entry of their obligations under the Sale Order. (ivd) Notwithstanding any term of the Assumed Real Property Lease to the contrary, the Sale Order shall provide that any extension or renewal options or other rights contained in the Assumed Real Property Lease that purport to be personal only to, or exercisable only by, the Debtors, a named entity, or an entity operating under a specific trade name, may, in each case, be freely exercised to their full extent by the Buyer subject to the other applicable terms of the Assumed Real Property Lease. (e) If the Bid Bidding Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby Transactions shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, Order and the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties Selling Entities and the Buyer shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion, in each case, that will facilitate consummation of the Transactions.

Submission for Bankruptcy Court Approval. (a) On the Petition Date (or as soon thereafter as is reasonably practicable), Seller shall file a motion or motions and supporting papers seeking (i) the entry of an order approving all relevant bidding procedures ("Bidding Procedures") including the Break-Up Fee and Expense Reimbursement set forth pursuant to Section 7.9 and Section 7.10 substantially in the form of Exhibit C hereto (the 22 "Interim Order"), and (ii) entry of the Sale Order. The Interim Order and the Sale Order may, at Seller's option, be sought under one combined set of motion papers, which shall be in form and substance reasonably acceptable to Buyer. All parties hereto shall use their commercially reasonable best efforts to have the Bankruptcy Court enter the Interim Order as soon as practicable following the filing of the motion therefor. Seller has given shall give appropriate notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticerelief, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestdirect, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (iib) The Parties Seller and Buyer shall consult with one another regarding pleadings which any either of them intends to file with file, or positions either of them intends to take before the Bankruptcy Court in connection with, or which might reasonably affectaffect the Bankruptcy Court's approval of, the Interim Order or the Sale Order. The Seller shall promptly provide the Purchaser Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court (and other courts) that the Seller has in its possession (or receives) pertaining to the motion for approval of the Interim Order, the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (ivc) If the Bid Procedures Interim Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby hereby, shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Interim Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties Seller and Buyer shall cooperate in taking such steps to prosecute diligently such appeal, petition or motion and Seller and Buyer shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (ia) The Seller has given shall give notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased SecuritiesAssets and all non-debtor parties to the Assumed Contracts, and shall give other appropriate notice, including such additional notice as the Bankruptcy Court shall direct or as the Purchaser Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings Proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser Buyer prior to their filing with the Bankruptcy Court for the PurchaserBuyer’s prior review and comments (which comments the Seller shall consider in good faith)review. (iib) The Parties Seller and Buyer shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, affect the Bankruptcy Court’s approval of the Sale Order. The Seller shall promptly provide the Purchaser Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the motion for approval of the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (ivc) If the Bid Bidding Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties Seller and Buyer shall use their commercially reasonable best efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (a) On the Petition Date (or as soon thereafter as is reasonably practicable), the Sellers shall file a motion or motions and supporting papers (including, a form of order substantially in the form of the Bidding Procedures Order) seeking (i) the entry of an order by the Bankruptcy Court approving the Overbid Procedures and granting related relief (substantially in the form of Exhibit F hereto, the "Bidding Procedures Order") and (ii) approval of this Agreement and supporting papers (including the Sale Order) seeking entry of the Sale Order, all in a form and substance reasonably acceptable to the Buyer. The Seller has given Bidding Procedures Order and the Sale Order may, at the Sellers' option, be sought under one combined set of motion papers, which shall be in form and substance reasonably acceptable to the Buyer. All parties hereto shall use their commercially reasonable efforts to have the Bankruptcy Court enter the Bidding Procedures Order as soon as practicable following the filing of the motion therefor. The Sellers shall give appropriate notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticerelief, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestdirect, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (iib) The Parties Sellers shall consult include in the motion seeking approval of the Bidding Procedures Order a request for approval of the Termination Payments that may become payable under Section 7.12(e) and of the Liquidated Damages that may become payable under Section 9.3. (c) In connection with one another regarding pleadings which any future plan of them intends to file with reorganization of the Sellers, the Sellers shall fully adopt and ratify the sale transaction evidenced by this Agreement, as approved by the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (iv) If the Bid Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. As promptly as practicable, but in no event later than two (i2) The Seller has given notice under Business Days after the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticedate hereof, including all Persons that have asserted Encumbrances in the Purchased Securities, and Sellers shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto file with the Bankruptcy Court, which filings and seek an expedited hearing on, a motion seeking (a) entry of an order of the Bankruptcy Court approving the bidding procedures described in Exhibit G and otherwise in form and substance satisfactory to Sellers and Buyer and authorizing the observance and performance of the terms of Section 7.02(b) hereto (the “Bidding Procedures Order”) and (b) the approval of this Agreement and the sale of the Acquired Assets to Buyer on the terms and conditions hereof if determined to be the “highest and best offer” in accordance with the Bidding Procedures Order. Sellers agree to provide to Buyer a draft of the Bidding Procedures Order, and Buyer agrees to promptly advise Sellers in writing of any changes that it requires for such draft Bidding Procedures Order to be in form and substance satisfactory to Buyer. Sellers and Buyer shall thereafter cooperate to reach agreement on a form of Bidding Procedures Order that is satisfactory to each party (and any other parties in interest) and such agreed form of Bidding Procedures Order shall be submitted, submitted to the extent practicable, Bankruptcy Court for its approval. Sellers shall deliver to the Purchaser Buyer prior to their filing filing, and as early in advance as is practicable to permit adequate and reasonable time for Buyer and its counsel to review and comment, a draft of the motion seeking approval of the form of Bidding Procedures Order, and such motion when filed by Sellers with the Bankruptcy Court for shall be reasonably acceptable to Buyer. If, after the Purchaser’s prior review and comments (which comments filing of such motion, Sellers propose any changes to the Seller shall consider in good faith). (ii) The Parties shall consult with one another regarding pleadings which any form of them intends to file with the Bankruptcy Court in connection withBidding Procedures Order, or which might reasonably affect, the Sale Order. The Seller Sellers shall promptly provide notify Buyer. If prior to, during or after the Purchaser and its counsel with copies of all notices, filings and orders hearing on the motion seeking approval of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any form of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (iv) If the Bid Bidding Procedures Order, the Sale Order Bankruptcy Court makes any such changes or any other orders modifications to such form of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, Sellers and Buyer shall be required to raise any objections thereto in writing prior to entry of the Sale Bidding Procedures Order, so long as they are provided an adequate opportunity to do so. Unless Sellers or Buyer raise any such objections in writing prior to entry of the Bidding Procedures Order or other such order(provided that Sellers and Buyer are provided with an adequate opportunity to do so), subject such Bidding Procedures Order shall be deemed to rights otherwise arising from this Agreementbe in form and substance satisfactory to each party for all purposes, the Parties shall use their commercially reasonable efforts to prosecute such appeal, petition or motion including Sections 6.01(c)(i) and obtain an expedited resolution of any such appeal, petition or motion7.01(d) hereto.

Submission for Bankruptcy Court Approval. (a) In connection with the transactions contemplated by this Agreement, the Sellers shall, within one (1) Business Day of the date hereof, file with the Bankruptcy Court a form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code (A) authorizing and approving the sale to the Buyer pursuant to this Agreement of the Purchased Assets, and approving the terms of this Agreement, (B) finding the Buyer is acting in good faith, and is entitled to the protections of a Buyer under Section 363(m) of the Bankruptcy Code and (C) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice of the transactions contemplated by this Agreement, including notice to all parties to the Assumed Agreements, has been properly given) in the form and substance of Exhibit E or otherwise in form and substance acceptable to the Buyer in its sole discretion (the "Sale Order"). (b) The Sellers and the Buyer shall each use their reasonable best efforts, and shall cooperate, assist and consult with each other, to secure the Bankruptcy Court's approval of (i) The Seller has given notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in no later than one (1) Business Day after the Purchased Securities, date of this Agreement and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, (ii) any other order of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby, within five (5) days following the date of filing of the motion for approval thereof. The Seller shall be responsible for making all appropriate filings relating thereto with Sellers and the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (ii) The Parties Buyer shall consult with with, and seek the advice of, one another regarding pleadings which any of them intends intend to file file, or positions any of them intend to take, with the Bankruptcy Court in connection with, with or which might reasonably affect, the Bankruptcy Court's approval of the Sale Order. None of Sellers or the Buyer will file any pleading or take any position that is inconsistent with obtaining the Bankruptcy Court's approval of the Sale Order or any other such order. The Seller Sellers shall promptly (and, in any event, within one (1) Business Day after the receipt of any written request) provide the Purchaser Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receivesand other courts) pertaining to the motion for approval of the Sale Order or any other order related relating to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (ivc) If the Bid Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts Sellers and the Buyer will cooperate in taking such steps diligently to prosecute such appeal, petition or motion and each of the Seller and the Buyer shall use its reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion. (d) As a condition to Buyer's obligations hereunder, Sellers have agreed to pay to Buyer an amount equal to 2.5% of the Cash Payment (the "Topping Fee") if (i) this Agreement is terminated (other than as a result of a default by the Buyer in the performance of its obligations hereunder), (ii) the Sellers shall enter into one or more sale transactions and (iii) such transaction or transactions shall be consummated and shall close. The Topping Fee shall be paid when the Sellers receive all of the purchase prices from the other buyers (it being understood that placing funds in escrow shall not constitute receipt by the Sellers until such funds are released to the Sellers).

Submission for Bankruptcy Court Approval. (a) No later than two (2) Business Days after AFDI receives satisfactory evidence that (i) The Seller the requisite number of franchisees have executed and delivered the Pizza Hut/KFC Franchisee Agreement Amendment and, as applicable, the Taco Bell Franchisee Agreement Amendment and (ii) Tricon has given notice under executed and xxxivered the Tricon Extension, AFDI (on behalf of the Sellers) shall file with the Bankruptcy Code Court a motion, supporting papers, notices, and a proposed procedures order, substantially in the form of the request for order attached hereto as EXHIBIT D, seeking the relief Bankruptcy Court's approval of this Agreement (including, without limitation, the Termination Payment (as hereinafter defined)), and observance and performance of such terms by Sellers and Buyer during the pendency of the Chapter 11 Case (the "BID PROCEDURES ORDER"). The parties hereto shall use their respective best efforts to obtain the entry of the Bid Procedures Order within fourteen (14) days after the motion with respect thereto is filed with the Bankruptcy Court. The Sellers' obligations pursuant to this Section 7.13 shall not be affected by its receipt, on or prior to any hearing before the Bankruptcy Court or the Bid Procedures Order, of an Alternative Offer. (1) As soon as is practicable after the date hereof and most likely in connection with the filing of the Bid Procedures Order, AFDI (on behalf of the Sellers) shall file with the Bankruptcy Court a motion, supporting papers, notices, and a form of sale order, substantially in the form of the order attached hereto as EXHIBIT E (or a Confirmation Order incorporating the terms of such form of sale order) seeking the Bankruptcy Court's approval of this Agreement, Sellers' performance under this Agreement, assumption and assignment of the Assumed Agreements and Assumed Obligations, and Sellers' retention of the Excluded Assets (the "SALE ORDER"). Subject to the provisions of the Bid Procedures Order, AFDI shall attempt to obtain entry of the Sale Order as soon as practicable, it being agreed and understood that AFDI shall have the right in its sole discretion to extend the entry of the Sale Order until November 15, 2000. (2) AFDI shall provide Buyer with copies of all Persons entitled motions, applications, and supporting papers prepared by AFDI (including forms of orders and notices to such notice, including all Persons that have asserted Encumbrances interested parties) relating to Buyer or the transactions contemplated by this Agreement and the other agreements contemplated herein prior to the filing thereof in the Purchased Securities, and Chapter 11 Case. (3) AFDI shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestappropriate notice, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (ii) The Parties shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (iv) If the Bid Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (a) On the Petition Date (or as soon thereafter as is reasonably practicable), Seller shall file a motion or motions and supporting papers seeking (i) the entry of the Interim Order approving all relevant bidding procedures ("Bidding Procedures") including the Break-Up Fee and Expense Reimbursement set forth pursuant to Section 7.9 and Section 7.10 and (ii) entry of the Sale Order. The Interim Order and the Sale Order may, at Seller's option, be sought under one combined set of motion papers, which may be sought concurrently with or as part of an order for approval of a disclosure statement relating to a plan pursuant to section 1125(b) of the Bankruptcy Code, and which shall be in form and substance reasonably acceptable to Buyer. All parties hereto shall use their commercially reasonable best efforts to have the Bankruptcy Court enter the Interim Order on or before October 20, 2004, and a Sale Order on or before December 1, 2004. Seller has given shall give appropriate notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticerelief, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestdirect, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (iib) The Parties Seller and Buyer shall consult with one another regarding pleadings which any either of them intends to file with file, or positions either of them intends to take before the Bankruptcy Court in connection with, or which might reasonably affectaffect the Bankruptcy Court's approval of, the Interim Order or the Sale Order. The Seller shall promptly provide the Purchaser Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court (and other courts) that the Seller has in its possession (or receives) pertaining to the motion for approval of the Interim Order, the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (ivc) If the Bid Procedures Interim Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby hereby, shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Interim Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties Seller and Buyer shall cooperate in taking such steps to prosecute diligently such appeal, petition or motion and Seller and Buyer shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (a) On the Petition Date (or as soon thereafter as is reasonably practicable), the Sellers, other than TAT, shall file a motion or motions and supporting papers seeking (i) the entry of an order substantially in the form of Exhibit G approving the Overbid Procedures (the "Bidding Procedures Order") and (ii) entry of an order substantially in the form of Exhibit H approving this Agreement (the "Sale Order"), all in a form and substance reasonably acceptable to the Buyer. The Seller has given Bidding Procedures Order and the Sale Order may, at the Sellers' option, be sought under one combined set of motion papers, which shall be in form and substance reasonably acceptable to the Buyer. All parties hereto shall use their commercially reasonable efforts to have the Bankruptcy Court enter the Bidding Procedures Order as soon as practicable following the filing of the motion therefor. The Sellers, other than TAT, shall give appropriate notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticerelief, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestdirect, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments 41 <PAGE> (which comments the Seller shall consider in good faith). (iib) The Parties Sellers, other than TAT, and the Buyer shall consult with one another regarding pleadings which any of them intends intend to file with file, or positions any of them intend to take before the Bankruptcy Court in connection with, or which might reasonably affectaffect the Bankruptcy Court's approval of, the Bidding Procedures Order or the Sale Order. The Seller Sellers, other than TAT, shall promptly (and, in any event, within one (1) Business Day after the receipt of any written request from the Buyer) provide the Purchaser Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court (and other courts) that the Seller has Sellers, other than TAT, have in its their possession (or receives) pertaining to the motion for approval of the Bidding Procedures Order, the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (iv) If the Bid Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (ia) All of the Parties shall use their respective commercially reasonable efforts to have the Sale Hearing no later than May 31, 2023 and to have the Sale Order entered no later than 3 Business Days after the conclusion of the Sale Hearing. The Seller has given Buyer agrees that it will promptly take such actions as are reasonably requested by the Debtor Entities to assist in obtaining entry of such orders, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by the Buyer under this Agreement and demonstrating that the Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. The Debtor Entities shall give notice under the Bankruptcy Code of the request for the relief in entry of the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased SecuritiesAssets, and shall give other appropriate notice, including such additional notice as the Bankruptcy Court shall direct or as the Purchaser Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings Proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated herebyTransactions. The Seller Debtor Entities shall be responsible for making all appropriate filings relating thereto to this Agreement or the Transactions with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser Buyer prior to their filing with the Bankruptcy Court for the PurchaserBuyer’s prior review and comments (which comments the Seller shall consider in good faith)review. (iib) The Parties Each Debtor Entity and the Buyer shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all entry of their obligations under the Sale Order. (ivc) If the Bid Bidding Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby Transactions shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, Order and the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties Selling Entities and the Buyer shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion, in each case, that will facilitate consummation of the Transactions.

Submission for Bankruptcy Court Approval. (a) The Selling Entities shall file with the Bankruptcy Court motions and supporting papers in form and substance acceptable to Buyer (the “Motions”) as required to seek approval of the Sale Transaction and use their reasonable best efforts to obtain entry of the Confirmation Order, which shall provide that the Acquired Assets are sold to Buyer free and clear of any and all Claims and Encumbrances (other than Permitted Encumbrances), including any interest in such property of any other Person pursuant to Section 363(f) of the Bankruptcy Code, and that Buyer and its Affiliates have acted in “good faith” (as such term is used Section 363(m) of the Bankruptcy Code) and are thereby entitled to the protections afforded by Bankruptcy Code Section 363(m). The Selling Entities shall use reasonable best efforts to provide Buyer with a copy of such Motions and related documents at least two (2) days prior to the filing thereof. The Selling Entities shall use commercially reasonable efforts to (i) ensure that the Confirmation Order is entered not later than November 17, 2017 and (ii) that the Confirmation Order becomes effective immediately upon entry and that the provisions of Federal Rules of Bankruptcy Procedure 6004(g) and 6006(d) be waived for cause. (b) The Seller has given Selling Entities shall give notice under the Bankruptcy Code of the request for the relief specified in the Sale Order Motions to all Persons entitled to such noticenotice pursuant to the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the local rules of the Bankruptcy Court, and orders of the Bankruptcy Court, including all Persons that have asserted Encumbrances in the Purchased SecuritiesAcquired Assets, and shall give all non-debtor parties to the Assumed Contracts and the Assumed Real Property Leases, and if directed by Xxxxx, to employees of the Selling Entities, and other appropriate notice, including such additional notice as the Bankruptcy Court shall direct or as the Purchaser Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings Legal Proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (iic) The Parties Each Selling Entity and Buyer shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on affect the Bankruptcy Court’s docket or otherwise made available approval of, as applicable, the Bidding Procedures Order and the Confirmation Order, (ii) all such filings shall be in form and substance acceptable to Buyer, and (iii) the Selling Entities shall use reasonable best efforts to provide Buyer with a copy of such documents at least two (2) days prior to the Purchaser and its counselfiling thereof. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (ivd) If the Bid Bidding Procedures Order, the Sale Order Confirmation Order, or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, the Sale Order Confirmation Order, or other such order), subject to rights rights, otherwise arising from this Agreement, the Parties Selling Entities shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.

Submission for Bankruptcy Court Approval. (ia) The Seller has given notice under On the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticetimetables set forth below, including all Persons that have asserted Encumbrances in the Purchased SecuritiesExodus and, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestif appropriate, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The each Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (iix) The Parties shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court one or more motions and proposed orders, each in connection withform and substance reasonably satisfactory to Parent, or which might reasonably affectset forth below, (y) notify, as required by the Sale Order. The Seller shall promptly provide Bankruptcy Code and the Purchaser and its counsel with copies Bankruptcy Rules, all parties entitled to notice of all notices, filings such motions and orders (including all relevant Taxing Authorities), as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court that the Seller has in its possession Court, and such additional parties as Parent may request, and (or receivesz) pertaining subject to the Sale Order or any other order related to any provisions of the transactions contemplated by this Agreement, but only to including the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all provisions of their obligations under the Sale Order. (iv) If the Bid Procedures OrderArticle VIII, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts to prosecute obtain Bankruptcy Court approval of such appealorders without any stay, petition modification, reversal or amendment adverse or unacceptable to Parent, the Buyer or any Designee. (i) Bidding Procedures Order. As promptly as possible, but in no event later than November 30, 2001, Exodus and, if appropriate, each Seller, shall file a motion (the "Bidding Proceedings Motion") and obtain proposed order (the "Bidding Procedures Order") with the Bankruptcy Court seeking approval of a process for the sale of the Purchased Assets. The Sellers shall use commercially reasonable efforts to cause the Bankruptcy Court to enter a Bidding Procedures Order (A) authorizing and scheduling an expedited resolution auction at which the Sellers will receive Bids, (B) approving the terms of any such appealSection 6.3 and Section 6.4 hereof and authorizing the observance and performance of the terms and obligations thereunder by the Sellers and their Subsidiaries and Parent and the Buyer during the pendency of the Bankruptcy Cases, petition (C) scheduling with the Bankruptcy Court a hearing (the "Primary Sale Hearing") to consider approval of the Primary Sale Order and the Primary 365 Contracts Order under, inter alia, Sections 105, 363, 365 and 1146 of the Bankruptcy Code, (D) scheduling with the Bankruptcy Court a hearing (the "Secondary Sale Hearing") to consider, if necessary, the approval of the Secondary Sale Order and the Secondary 365 Contracts Order under, inter alia, Sections 105, 363, 365 and 1146 of the Bankruptcy Code and (E) approving the form and manner of notice required under the Bankruptcy Code and the Bankruptcy Rules in connection with the foregoing and the transactions related thereto. Upon entry of the Bidding Procedures Order, Parent will make a deposit on the Cash Consideration of $16,800,000 (the "Initial Deposit"), to be held by the Sellers' counsel in their client trust account until the earlier of the Closing Date or motionthe termination of this Agreement, at which time the Initial Deposit shall, if the Closing shall occur, be applied to the payment of the Cash Consideration, or if this Agreement shall terminate, be returned to Parent.

Submission for Bankruptcy Court Approval. (ia) All of the Parties shall use their respective commercially reasonable efforts to have the Sale Hearing no later than May 31, 2023, and to have the Sale Order entered no later than 3 Business Days after the conclusion of the Sale Hearing. The Seller has given Buyer agrees that it will promptly take such actions as are reasonably requested by the Debtor Entities to assist in obtaining entry of such orders, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by the Buyer under this Agreement and demonstrating that the Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. The Debtor Entities shall give notice under the Bankruptcy Code of the request for the relief in entry of the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased SecuritiesAssets, and shall give other appropriate notice, including such additional notice as the Bankruptcy Court shall direct or as the Purchaser Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings Proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated herebyTransactions. The Seller Debtor Entities shall be responsible for making all appropriate filings relating thereto to this Agreement or the Transactions with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser Buyer prior to their filing with the Bankruptcy Court for the PurchaserBuyer’s prior review and comments (which comments the Seller shall consider in good faith)review. (iib) The Parties Each Debtor Entity and the Buyer shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all entry of their obligations under the Sale Order. (ivc) If the Bid Bidding Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby Transactions shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, Order and the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties Selling Entities and the Buyer shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion, in each case, that will facilitate consummation of the Transactions.

Submission for Bankruptcy Court Approval. (ia) The As promptly as practicable, but in no event later than two Business Days after the date hereof, Seller has given notice under will file the Petition with the Bankruptcy Code Court. (b) As promptly as practicable, but in no event later than four Business Days, after the filing of the request for the relief in the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto Petition with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (ii) The Parties shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court a motion, notices and a proposed order, each in connection witha form and substance reasonably satisfactory to Buyer (the "Bidding Procedures Order"), or which might reasonably affect, seeking the Sale Order. The approval of Section 6.5 hereof and authorizing the observance and performance of such terms by Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings Subsidiaries and orders Buyer during the pendency of the Bankruptcy Case. Seller shall use its reasonable best efforts to obtain Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any approval of the transactions contemplated Bidding Procedures Order. Upon entry of the Bidding Procedures Order, Buyer will make a deposit on the Purchase Price of $8,000,000 (the "Initial Deposit"), to be held by the Bankruptcy Court in escrow until the earlier of the Closing Date or the termination of this Agreement, but only at which time the Initial Deposit shall, if the Closing shall occur, applied to the extent such papers are not publicly available on payment of the Purchase Price, or if this Agreement shall terminate, returned to Buyer. (c) As promptly as practicable, but in no event later than four Business Days, after the filing of the Petition with the Bankruptcy Court’s docket or otherwise made available to , Seller shall file with the Purchaser Bankruptcy Court a motion, notices and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the a proposed Sale Order. (iv) If the Bid Procedures Order, the Sale Order or any other orders each in a form and substance reasonably satisfactory to Buyer, seeking approval under Section 105, 363, 364 and 365 of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from Code of this Agreement, Seller's and its Subsidiaries' performance hereunder, the Parties sale of the Purchased Assets free and clear of all Liens, claims (as defined in Section 101(5) of the Bankruptcy Code) and interests, and the assumption and assignment of the Contracts as provided in this Agreement. Buyer shall cooperate with Seller in obtaining such Bankruptcy Court approval and Seller shall use their commercially its reasonable best efforts to prosecute obtain such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motionBankruptcy Court approval.

Submission for Bankruptcy Court Approval. (a) On the Petition Date (or as soon thereafter as is reasonably practicable), the Sellers, other than TAT, shall file a motion or motions and supporting papers seeking (i) the entry of an order substantially in the form of Exhibit G approving the Overbid Procedures (the "Bidding Procedures Order") and (ii) entry of an order substantially in the form of Exhibit H approving this Agreement (the "Sale Order"), all in a form and substance reasonably acceptable to the Buyer. The Seller has given Bidding Procedures Order and the Sale Order may, at the Sellers' option, be sought under one combined set of motion papers, which shall be in form and substance reasonably acceptable to the Buyer. All parties hereto shall use their commercially reasonable efforts to have the Bankruptcy Court enter the Bidding Procedures Order as soon as practicable following the filing of the motion therefor. The Sellers, other than TAT, shall give appropriate notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such noticerelief, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably requestdirect, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith). (iib) The Parties Sellers, other than TAT, and the Buyer shall consult with one another regarding pleadings which any of them intends intend to file with file, or positions any of them intend to take before the Bankruptcy Court in connection with, or which might reasonably affectaffect the Bankruptcy Court's approval of, the Bidding Procedures Order or the Sale Order. The Seller Sellers, other than TAT, shall promptly (and, in any event, within one (1) Business Day after the receipt of any written request from the Buyer) provide the Purchaser Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court (and other courts) that the Seller has Sellers, other than TAT, have in its their possession (or receives) pertaining to the motion for approval of the Bidding Procedures Order, the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel. (iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order. (ivc) If the Bid Bidding Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby hereby, shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Bidding Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts Sellers, other than TAT, and the Buyer will cooperate in taking such steps to prosecute diligently such appeal, petition or motion and each of the Sellers, other than TAT, and the Buyer shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion.