Common use of Bankruptcy Actions Clause in Contracts

Bankruptcy Actions. Immediately following the Auction, Sellers shall file with the Bankruptcy Court the Sale Order approving this Agreement, Sellers' performance under this Agreement and the assumption and the assignment of the Assumed Executory Contracts. Sellers shall provide appropriate notice as is required by the Bankruptcy Code to all parties entitled to notice including, but not limited to, all parties to Assumed Executory Contracts and all taxing and environmental authorities in jurisdictions applicable to the Business. The Assumed Executory Contracts shall be identified (by the date of the Assumed Executory Contract (if available), the other party to the contract or lease and the address of such party) on an exhibit attached to a Motion for Order Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases (which may be included in the Sale Order). Such exhibit shall set forth the amounts necessary to cure defaults under each of such Assumed Executory Contracts as determined by Sellers based on Sellers' books and records. Sellers shall, at the written direction of Purchaser delivered any time prior to the Sale Hearing, remove Assumed Executory Contracts from the exhibit. In cases in which Sellers are unable to establish that a default exists, the relevant cure amount shall be set at $0.00. The Sale Order shall reflect that Purchaser's promise to perform from and after the Closing under the Assumed Executory Contracts shall be the only adequate assurance of future performance necessary to satisfy the requirements of section 365 of the Bankruptcy Code in respect of the assignment to Purchaser of such Assumed Executory Contracts. Sellers will provide Purchaser with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by Sellers relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Chapter 11 Cases. All motions, applications and supporting papers prepared by Sellers relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of Sellers after the Auction must be acceptable in form and substance to Purchaser, in its reasonable discretion. ENVIRONMENTAL PERMITS AND APPROVALS. Sellers shall, at their sole cost and expense, promptly and diligently seek to obtain any required Permits, consents, approvals or waivers under Environmental Laws necessary to consummate the transactions contemplated by this Agreement and to enable Purchaser to operate the Business after Closing as it is currently being operated. Sellers shall keep Purchaser apprised of the actions taken by Sellers pursuant to this SECTION 0, including providing Purchaser with copies of and the opportunity to approve (such approval not to be unreasonably withheld) correspondence or other documents relating to Sellers' obtaining of any such Permits, consents, approvals or waivers.

Bankruptcy Actions. Immediately following From and after receipt of the AuctionDeposit, Sellers Seller shall use reasonable best efforts to obtain entry by the Bankruptcy Court of (a) an Order substantially in the form of Exhibit C attached hereto (the “Bidding Procedures Order”) and (b) upon completion of the Auction and subject to an Alternative Transaction not being approved in accordance with the Bidding Procedures, an Order substantially in the form of Exhibit D attached hereto (the “Sale Order”). Subject to Buyer not then being in breach of its obligations under Section 2.2 of this Agreement, Seller shall (x) file all pleadings with the Bankruptcy Court as are necessary or appropriate to secure entry of the Bidding Procedures Order (including by filing a motion seeking entry of such Bidding Procedures Order within five (5) Business Days after the date hereof) and, upon completion of the Auction and subject to an Alternative Transaction not being approved in accordance with the Bidding Procedures, the Sale Order, and (y) serve all parties known to Seller to be entitled to notice of such pleadings under applicable provisions of the Bankruptcy Code and Rules, including all parties to the Assigned Contracts and all Governmental Authorities having or asserting jurisdiction over Seller or the Acquired Assets, and shall diligently pursue the obtaining of such orders. Buyer shall promptly take all actions as are reasonably requested by Seller to assist in obtaining the Bankruptcy Court’s entry of the Bidding Procedures Order and, as applicable, the Sale Order approving this Agreementor any other Order reasonably necessary in connection with the transactions contemplated hereby, Sellers' performance under this Agreement and the assumption and the assignment of the Assumed Executory Contracts. Sellers shall provide appropriate notice as is required by including furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Code Court and making Buyer’s employees and representatives available to all parties entitled testify before the Bankruptcy Court. Furthermore, Buyer covenants and agrees that it shall cooperate with Seller in connection with furnishing information or documents to notice including, but not limited to, all parties Seller to Assumed Executory Contracts and all taxing and environmental authorities in jurisdictions applicable to satisfy the Business. The Assumed Executory Contracts shall be identified (by the date requirements of the Assumed Executory Contract (if available), the other party to the contract or lease and the address of such party) on an exhibit attached to a Motion for Order Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases (which may be included in the Sale Order). Such exhibit shall set forth the amounts necessary to cure defaults under each of such Assumed Executory Contracts as determined by Sellers based on Sellers' books and records. Sellers shall, at the written direction of Purchaser delivered any time prior to the Sale Hearing, remove Assumed Executory Contracts from the exhibit. In cases in which Sellers are unable to establish that a default exists, the relevant cure amount shall be set at $0.00. The Sale Order shall reflect that Purchaser's promise to perform from and after the Closing under the Assumed Executory Contracts shall be the only adequate assurance of future performance necessary to satisfy the requirements of section 365 under Section 365(f)(2)(B) of the Bankruptcy Code in respect of the assignment to Purchaser of such Assumed Executory Contracts. Sellers will provide Purchaser with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by Sellers relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Chapter 11 Cases. All motions, applications and supporting papers prepared by Sellers relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of Sellers after the Auction must be acceptable in form and substance to Purchaser, in its reasonable discretion. ENVIRONMENTAL PERMITS AND APPROVALS. Sellers shall, at their sole cost and expense, promptly and diligently seek to obtain any required Permits, consents, approvals or waivers under Environmental Laws necessary to consummate the transactions contemplated by this Agreement and to enable Purchaser to operate the Business after Closing as it is currently being operated. Sellers shall keep Purchaser apprised of the actions taken by Sellers pursuant to this SECTION 0, including providing Purchaser with copies of and the opportunity to approve (such approval not to be unreasonably withheld) correspondence or other documents relating to Sellers' obtaining of any such Permits, consents, approvals or waiversCode.

Bankruptcy Actions. Immediately (a) As promptly as practicable after the Petition Date (and in any event within three (3) Business Days following the Auctiondate of this Agreement), Sellers shall file with the Bankruptcy Court a motion, supporting papers, notices and a proposed Overbid Procedures Order, all in form and substance reasonably satisfactory to Purchaser, seeking the Sale Bankruptcy Court's approval of the terms of Sections 5.1, 5.5 and 8.6 of this Agreement, and observance and performance of such terms by Sellers and Purchaser during the pendency of the Chapter 11 Case, and Sellers shall use their best efforts to obtain the entry of the Overbid Procedures Order. (b) As promptly as practicable after the Petition Date (and in any event within three (3) Business Days following the date of this Agreement), Sellers will file with the Bankruptcy Court a motion, supporting papers, notices and a form of 363 Order approving and 365 Order, all in form and substance reasonably satisfactory to Purchaser, seeking the Bankruptcy Court's approval of this Agreement, Sellers' performance under this Agreement and the Agreement, assumption and the assignment of the Assumed Executory Contracts. Contracts and Assumed Leases and Sellers' retention of the Excluded Assets, and identification of the cash payments required under Section 5.3 of this Agreement, and, subject to the provisions of the Overbid Procedures Order, Sellers shall provide appropriate notice as is required by the Bankruptcy Code use their best efforts to all parties entitled to notice including, but not limited to, all parties to Assumed Executory Contracts and all taxing and environmental authorities in jurisdictions applicable to the Business. The Assumed Executory Contracts shall be identified (by the date obtain entry of the Assumed Executory Contract (if available), the other party to the contract or lease 363 Order and the address of such party365 Order. (c) on an exhibit attached to a Motion for Order Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases (which may be included in the Sale Order). Such exhibit shall set forth the amounts necessary to cure defaults under each of such Assumed Executory Contracts as determined by Sellers based on Sellers' books and records. Sellers shall, at the written direction of Purchaser delivered any time prior to the Sale Hearing, remove Assumed Executory Contracts from the exhibit. In cases in which Sellers are unable to establish that a default exists, the relevant cure amount shall be set at $0.00. The Sale Order shall reflect that Purchaser's promise to perform from and after the Closing under the Assumed Executory Contracts shall be the only adequate assurance of future performance necessary to satisfy the requirements of section 365 of the Bankruptcy Code in respect of the assignment to Purchaser of such Assumed Executory Contracts. Sellers will provide Purchaser with a reasonable opportunity to review and comment upon copies of all motions, applications applications, and supporting papers prepared by Sellers relating to this Agreement (including forms of Orders orders and notices to interested parties) relating to Purchaser or the transactions contemplated by this Agreement prior to the filing thereof in the Chapter 11 Cases. All motionsCases and shall not, applications and supporting papers prepared by Sellers relating other than due to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of Sellers after the Auction must be acceptable emergency time constraints, file any such document unless it is in form and substance reasonably satisfactory to Purchaser. (d) Sellers shall give appropriate notice, in its reasonable discretion. ENVIRONMENTAL PERMITS AND APPROVALS. Sellers shalland provide appropriate opportunity for hearing, at their sole cost and expenseto all parties entitled thereto, promptly and diligently seek of all motions, orders, hearings, or other proceedings relating to obtain any required Permits, consents, approvals this Agreement or waivers under Environmental Laws necessary to consummate the transactions contemplated by this Agreement and to enable Purchaser to operate the Business after Closing as it is currently being operatedhereby. Sellers shall keep Purchaser apprised of the actions taken by Sellers pursuant to this SECTION 0, including providing Purchaser with copies of and the opportunity to approve (such approval not to be unreasonably withheld) correspondence or other documents relating to Sellers' obtaining of any such Permits, consents, approvals or waivers.Section 5.11

Bankruptcy Actions. Immediately following (a) (i) The Filing Company Subsidiaries, that as of the Auction, Sellers shall file with the Bankruptcy Court the Sale Order approving this Agreement, Sellers' performance under date of this Agreement have not commenced the Chapter 11 Case, shall commence the Chapter 11 Case on a date (the "Petition Date") either prior to or, as soon as reasonably practicable after the execution of this Agreement (but not later than March 21, 2003), and the assumption and the assignment serve notice of the Assumed Executory Contracts. Sellers shall provide appropriate notice execution of this Agreement on interested parties as is required by the Bankruptcy Code and Rules. Notwithstanding the foregoing, the Buyer and the Company shall cooperate in determining any adverse impact of the filing of Mill Creek Servicing Corporation ("MCSC") and Conseco Finance Credit Card Corp. ("CFCCC") on the consummation of the transactions contemplated hereby. Notwithstanding the terms of Section 2.3(b)(ii)(B), in the event that MCSC or CFCCC does not become a Filing Company Subsidiary on or prior to March 21, 2003, then that portion of the Purchase Price allocable to the Purchased Assets and Assumed Liabilities of the non-Filing Company Subsidiary (calculated on the basis of the Final Schedule of Assets Acquired and Liabilities Assumed) shall be paid directly to such non-Filing Company Subsidiary. The Sellers (other than the Banks) shall obtain entry of the Sale Order by March 14, 2003. The Sellers who have commenced a Chapter 11 Case shall file, in accordance with this Agreement and applicable Law, all pleadings with the Bankruptcy Court as are necessary or appropriate to secure entry of the Sale Order, shall serve all parties entitled to notice of such pleadings under applicable provisions of the Bankruptcy Code and Bankruptcy Rules, including, but not limited to, all parties to the Assumed Executory Contracts Agreements (other than to Assumed Agreements relating solely to Subsidiaries that are not required to commence a Chapter 11 Case under this Agreement, and as to which neither the Company nor any Filing Company Subsidiaries that have commenced a Chapter 11 Case are parties) and all taxing Governmental Authorities having or asserting jurisdiction over the Sellers, or the Purchased Assets and environmental authorities in jurisdictions applicable to shall diligently pursue the Business. The Assumed Executory Contracts shall be identified (by the date of the Assumed Executory Contract (if available), the other party to the contract or lease and the address obtaining of such party) on an exhibit attached to a Motion for Order Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases (which may be included in the Sale Order). Such exhibit shall set forth the amounts necessary to cure defaults under each of such Assumed Executory Contracts as determined by Sellers based on Sellers' books and records. Sellers shall, at the written direction of Purchaser delivered any time prior to the Sale Hearing, remove Assumed Executory Contracts from the exhibit. In cases in which Sellers are unable to establish that a default exists, the relevant cure amount shall be set at $0.00. The Sale Order shall reflect that Purchaser's promise to perform from and after the Closing under the Assumed Executory Contracts shall be the only adequate assurance of future performance necessary to satisfy the requirements of section 365 of the Bankruptcy Code in respect of the assignment to Purchaser of such Assumed Executory Contracts. Sellers will provide Purchaser with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by Sellers relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Chapter 11 Cases. All motions, applications and supporting papers prepared by Sellers relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of Sellers after the Auction must be acceptable in form and substance to Purchaser, in its reasonable discretion. ENVIRONMENTAL PERMITS AND APPROVALS. Sellers shall, at their sole cost and expense, promptly and diligently seek to obtain any required Permits, consents, approvals or waivers under Environmental Laws necessary to consummate the transactions contemplated by this Agreement and to enable Purchaser to operate the Business after Closing as it is currently being operated. Sellers shall keep Purchaser apprised of the actions taken by Sellers pursuant to this SECTION 0, including providing Purchaser with copies of and the opportunity to approve (such approval not to be unreasonably withheld) correspondence or other documents relating to Sellers' obtaining of any such Permits, consents, approvals or waiversorders.