Common use of Bankruptcy Actions Clause in Contracts

Bankruptcy Actions. (a) As promptly as practicable, but in no event later than January 16, 2002, by 5:00 p.m. the Enron Parties shall file with the Bankruptcy Court their proposed Bankruptcy Court Order designated to be subject to further changes prior to commencement of the continued hearing on January 18, 2002. (b) Enron shall provide UBS with drafts of the proposed Bankruptcy Court Order prior to 5:00 p.m. on January 15, 2002. Enron shall incorporate UBS's comments on the proposed Bankruptcy Court Order made available to Enron prior to January 18, 2002 except to the extent they alter this Agreement or are otherwise inconsistent with applicable law, and shall provide the revised proposed order to UBS, counsel to the Creditors' Committee and the Bankruptcy Court. To the extent practicable under all the circumstances, Enron shall incorporate subsequent comments from UBS received prior to the time the Bankruptcy Court determines to issue its order in respect of this Agreement. (c) Enron and UBS acknowledge that Enron validly served and filed its motion for the Bankruptcy Court Order and that the Bankruptcy Court ordered the bidding with respect to the Gas and Power Business closed on January 11, 2002. Enron shall hereafter continue to comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and orders of the Bankruptcy Court in connection with obtaining the Bankruptcy Court Order. (d) Each of the Enron Parties and UBS shall use their reasonable best efforts to cooperate, assist and consult with each other to secure the entry of the Bankruptcy Court Order no later than January 22, 2002, and to consummate the transactions contemplated by this Agreement. Neither the Enron Parties nor UBS shall file any pleadings or take any position in the Chapter 11 Cases contrary to the approval of the Bankruptcy Court Order and the consummation of the transactions contemplated hereby unless Enron and UBS approve such pleading or position. In the event that the Procedural Order, the Bankruptcy Court Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), the Enron Parties and UBS will cooperate in taking such steps diligently to defend against such appeal, petition or motion and the Enron Parties and UBS shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion. (e) The Enron Parties shall not take any action to cause one or more of its Affiliates that is a debtor in a Chapter 11 or Chapter 7 bankruptcy case to breach any obligation as if they were a Controlled Affiliate hereunder.

Bankruptcy Actions. (a) As promptly as practicableOn the Effective Date, but in no event later than January 16, 2002, by 5:00 p.m. the Enron Parties Sellers shall file with the Petitions in the Bankruptcy Court their proposed Bankruptcy Court Order designated Court. Sellers shall use commercially reasonable efforts to be subject to further changes prior to commencement of file any required schedules therewith on or as soon as practicable after the continued hearing on January 18, 2002Effective Date. (b) Enron On the Petition Date, Sellers shall provide UBS file and, with drafts of proper notice thereof on interested parties as required by the proposed Bankruptcy Court Order prior to 5:00 p.m. on January 15Code and Rules, 2002. Enron shall incorporate UBS's comments on serve the proposed Bankruptcy Court Order made available to Enron prior to January 18, 2002 except to the extent they alter this Agreement or are otherwise inconsistent with applicable law, and shall provide the revised proposed order to UBS, counsel to the Creditors' Committee Bidding Procedures Motion and the Bankruptcy Court. To the extent practicable under all the circumstances, Enron shall incorporate subsequent comments from UBS received prior to the time the Bankruptcy Court determines to issue its order in respect of this AgreementSale Motion. (c) Enron and UBS acknowledge that Enron validly served and filed its motion for Sellers shall use their commercially reasonable efforts to set a hearing in the Bankruptcy Court Order and that to approve the Bankruptcy Court ordered Bidding Procedures Motion (with shortened notice if necessary) no later than 15 days after the bidding with respect to the Gas and Power Business closed on January 11, 2002. Enron shall hereafter continue to comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and orders of the Bankruptcy Court in connection with obtaining the Bankruptcy Court OrderPetition Date. (d) Each of the Enron Parties and UBS Sellers shall use their commercially reasonable best efforts to cooperate, assist and consult with each other to secure the obtain entry of the Bankruptcy Court Bidding Procedures Order no later than January 22, 2002, and the Sale Order. Purchaser shall use commercially reasonable efforts to consummate the transactions contemplated by this Agreement. Neither the Enron Parties nor UBS shall file any pleadings or take any position assist Sellers in the Chapter 11 Cases contrary to the approval demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Court Order and the consummation of the transactions contemplated hereby unless Enron and UBS approve such pleading or position. In the event that the Procedural Order, the Bankruptcy Court Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), the Enron Parties and UBS will cooperate in taking such steps diligently to defend against such appeal, petition or motion and the Enron Parties and UBS shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motionCode. (e) The Enron Parties Sellers shall not take any action use their commercially reasonable efforts to cause one or more of its Affiliates that is a debtor obtain the Sale Order no later than seven (7) days after the Auction. (f) Sellers shall provide Purchaser, prior to the filing thereof in a the Chapter 11 Case, with copies of all motions, applications and supporting papers prepared by Sellers (including forms of Orders and notices to interested parties) relating to Purchaser or Chapter 7 bankruptcy case the Contemplated Transactions and shall provide such copies sufficiently far in advance of the filing thereof as to breach any obligation permit Purchaser a reasonable opportunity to review and comment thereon. (g) On or promptly after the Petition Date, Sellers shall file and, with proper notice thereof on interested parties as if they were required by the Bankruptcy Code and Rules, serve the Customer Incentive Programs Motion and the Customer Incentive Programs Order. Sellers shall use their commercially reasonable efforts to set a Controlled Affiliate hereunderhearing in the Bankruptcy Court to approve the Customer Incentive Programs Motion as soon as practicable and otherwise to obtain entry of the Customer Incentive Programs Order. (h) Sellers shall give appropriate notice, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, Orders, hearings or other proceedings relating to this Agreement or the Contemplated Transactions.

Bankruptcy Actions. The Company and EFIH, individually and on behalf of the E-Side Debtors, each agree that: (i) it shall use commercially reasonable efforts to file a motion for entry of the Approval Order on or before August 25, 2017, which motion, for the avoidance of doubt, shall seek approval of, among other things, the Termination Fee in favor of Parent pursuant to the terms hereof; (ii) it shall use good faith efforts to file the Plan of Reorganization and disclosure statement in connection with Plan of Reorganization (the “Disclosure Statement”) with the Bankruptcy Court, as soon as reasonably practicable, but not later than August 28, 2017 (or such other date as mutually agreed to between Parent, on the one hand, and the Company and EFIH, on the other hand); (iii) it shall use commercially reasonable efforts to obtain entry of the Approval Order by September 30, 2017; provided that entry of such order shall be deemed to occur upon an oral indication by the Bankruptcy Court that it is approving or will approve the E-Side Debtors’ entry into and performance and agreement under this Agreement, including payment and satisfaction of the Termination Fee pursuant to the terms hereof; (iv) it shall use commercially reasonable efforts to obtain entry of the Disclosure Statement Order by September 30, 2017; provided, that entry of such order shall be deemed to occur upon an oral indication by the Bankruptcy Court that it is approving or will approve the Disclosure Statement and solicitation materials as containing “adequate information” as required by section 1125 of the Bankruptcy Code; (v) it shall use commercially reasonable efforts to obtain entry of the EFH Confirmation Order within 30 days of entry of PUCT Approval; provided, that, entry of such order shall be deemed to occur upon an oral indication by the Bankruptcy Court that it is approving or will approve confirmation of the Plan of Reorganization (vi) it shall use good faith efforts to negotiate and document definitive documents and agreements governing the Plan of Reorganization and to take such actions as the E-Side Debtors in good ▇▇▇▇▇ ▇▇▇▇ reasonable and appropriate to obtain ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ approval of such documents and agreements as soon as reasonably practicable; (vii) it shall not assume or reject any executory contract or unexpired lease to which it is a party pursuant to Section 365 of the Bankruptcy Code without the prior written consent of Parent, except as otherwise required by the Plan of Reorganization; (viii) it shall not establish any additional Supplemental Bar Dates (as defined in the Order (A) Setting a Supplemental Bar Date for Ninety Subsequently Identified Parties, (B) Approving Notice Thereof, and (C) Establishing Related Procedures [Docket No. 8507]); (ix) to the extent any E-Side Debtor has any right to vote or direct the vote of any claims (as defined in 11 U.S.C. § 101(5)) against any other E-Side Debtor, the Company or EFIH shall, or shall cause such E-Side Debtor, to vote or direct such vote in favor of the Plan of Reorganization; (x) it shall use its reasonable best efforts to: (a) As promptly as practicableprovide to counsel for Parent draft copies of all material motions, but in no event later than January 16pleadings, 2002, by 5:00 p.m. and other documents that any of the Enron Parties shall E-Side Debtors intend to file with any court or regulatory body (including the Bankruptcy Court their proposed Bankruptcy Court Order designated and the PUCT but excluding the IRS) relating to be subject to further changes prior to commencement this Agreement or the Plan of Reorganization, or any of the continued hearing transactions contemplated by this Agreement at least three (3) Business Days before the date on January 18which such E-Side Debtor intends to file any such document; provided, 2002. however, that the Company and EFIH shall provide to counsel for Parent draft copies of the Disclosure Statement, solicitation materials in respect of the Plan of Reorganization, Disclosure Statement Order (as defined below), Approval Order, and EFH Confirmation Order at least five (5) Business Days before the date on which the E-Side Debtors intend to file any such document; provided further, however, that Parent acknowledges such three (3) or five (5) Business Day period, as applicable, may not be reasonably practicable in all cases and that in such cases the filing party shall provide as much advance notice as is reasonably practicable; and (b) Enron incorporate all reasonably requested comments, modifications, or amendments of Parent in any such motion, pleading, or other document; provided further, however, that the EFH Confirmation Order and Approval Order shall provide UBS with drafts of the proposed Bankruptcy Court Order prior be in a form and substance acceptable to 5:00 p.m. on January 15, 2002. Enron shall incorporate UBS's comments on the proposed Bankruptcy Court Order made available to Enron prior to January 18, 2002 except to the extent they alter this Agreement or are otherwise inconsistent with applicable lawParent, and shall provide not be, in any respect that is materially adverse to Parent, altered, amended, modified or supplemented without the revised proposed order to UBS, counsel to the Creditors' Committee and the Bankruptcy Court. To the extent practicable under all the circumstances, Enron shall incorporate subsequent comments from UBS received prior to the time the Bankruptcy Court determines to issue its order in respect consent of this Agreement.Parent; (cxi) Enron the E-Side Debtors and UBS acknowledge that Enron validly served and filed its motion for the Bankruptcy Court Order and that the Bankruptcy Court ordered the bidding with respect to the Gas and Power Business closed on January 11, 2002. Enron shall hereafter continue to comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and orders of the Bankruptcy Court in connection with obtaining the Bankruptcy Court Order. (d) Each of the Enron Parties and UBS their Representatives shall use their reasonable best efforts to cooperate(x) consult in advance with Parent to the extent reasonably practicable, assist with respect to statements anticipated to be made on the record in any court (including the Bankruptcy Court) or before any regulatory body that are related to the Plan of Reorganization or this Agreement; and consult with each (y) consider in good faith all reasonably requested comments, modifications, or amendments of Parent in any such statement described in clause (x); (xii) in the event that any order of any court (including the Bankruptcy Court) or regulatory body (whether temporary, preliminary or permanent) reasonably necessary to consummate the Plan of Reorganization and all other transactions contemplated by this Agreement is appealed or a stay pending appeal is sought, the E-Side Debtors and Parent shall use their respective reasonable best efforts to secure oppose the entry appeal or the stay pending appeal and seek the dismissal of any appeal; and (xiii) the Company and EFIH shall not, and shall not cause any E-Side Debtor to, without the prior written consent of Parent, request or apply for an order of the Bankruptcy Court Order no later than January 22(and, 2002to the extent reasonably requested by Parent prior to the entry of such order by the Bankruptcy Court, each of the Company and EFIH will use commercially reasonable efforts to challenge any such request or application before the Bankruptcy Court) ordering the substantive consolidation of the Chapter 11 estates of any of the E-Side Debtors until the earlier of, with respect to each E-Side Debtor, (x) such time as the termination of this Agreement in accordance its terms, and to consummate (y) the consummation of the Plan of Reorganization and all other transactions contemplated by this Agreement. Neither the Enron Parties nor UBS shall file any pleadings or take any position in the Chapter 11 Cases contrary to the approval of the Bankruptcy Court Order and the consummation of the transactions contemplated hereby unless Enron and UBS approve such pleading or position. In the event that the Procedural Order, the Bankruptcy Court Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), the Enron Parties and UBS will cooperate in taking such steps diligently to defend against such appeal, petition or motion and the Enron Parties and UBS shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion. (e) The Enron Parties shall not take any action to cause one or more of its Affiliates that is a debtor in a Chapter 11 or Chapter 7 bankruptcy case to breach any obligation as if they were a Controlled Affiliate hereunder.

Bankruptcy Actions. (a) As promptly as practicableOn the Petition Date, but in no event later than January 16the Company shall file a voluntary petition for relief under the Bankruptcy Code with the Bankruptcy Court. (b) On the Petition Date, 2002, by 5:00 p.m. the Enron Parties Company shall file with the Bankruptcy Court their proposed Bankruptcy Court Order designated to be subject to further changes prior to commencement a motion for entry of the continued hearing on January 18, 2002. (b) Enron shall provide UBS with drafts Bid Procedures Order and approval of the proposed Bankruptcy Court Order prior transaction contemplated hereby in a form consented to 5:00 p.m. on January 15, 2002. Enron shall incorporate UBS's comments on by Buyer in its sole discretion (the proposed Bankruptcy Court Order made available to Enron prior to January 18, 2002 except to the extent they alter this Agreement or are otherwise inconsistent with applicable law, and shall provide the revised proposed order to UBS, counsel to the Creditors' Committee and the Bankruptcy Court. To the extent practicable under all the circumstances, Enron shall incorporate subsequent comments from UBS received prior to the time the Bankruptcy Court determines to issue its order in respect of this Agreement"Sale Motion"). (c) Enron and UBS acknowledge that Enron validly served and filed its motion for the Bankruptcy Court Order and that the Bankruptcy Court ordered the bidding with respect Buyer shall provide debtor-in-possession financing to the Gas Company on the terms and Power Business closed on January 11conditions set forth in the DIP Credit Amendment to the Prepetition Loan Agreement; provided, 2002. Enron shall hereafter continue that Buyer's obligation to comply (or obtain an order from provide such financing is conditioned upon the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and orders entry of the Bankruptcy Court in connection with obtaining the Bankruptcy Court DIP Order. (d) Each of the Enron Parties and UBS shall use their reasonable best efforts to cooperate, assist and consult with each other to secure the The Company shall: (i) obtain entry of the Bid Procedures Order by the Bid Procedures Order Deadline Date, (ii) ensure that the Auction (to the extent required by the Bankruptcy Court Court), during which the Company will solicit Bids from Qualified Bidders for the sale of the Purchased Assets, is held in accordance with the procedures set forth in the Bid Procedures Order, (iii) obtain entry of the Sale Order by no later than January 22, 2002the Sale Order Deadline, and to (iv) consummate the transactions contemplated by this Agreement. Neither Closing on or before the Enron Parties nor UBS shall file any pleadings or take any position in the Chapter 11 Cases contrary to the approval of the Bankruptcy Court Order and the consummation of the transactions contemplated hereby unless Enron and UBS approve such pleading or position. In the event that the Procedural Order, the Bankruptcy Court Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), the Enron Parties and UBS will cooperate in taking such steps diligently to defend against such appeal, petition or motion and the Enron Parties and UBS shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motionClosing Date Deadline. (e) The Enron Parties Company shall deliver or cause to be delivered to Buyer for review and comment all documents to be filed on behalf of the Company with the Bankruptcy Court, including all motions, applications, petitions, schedules and supporting papers prepared by the Company (including forms of Orders and Notices to interested parties) that relate to the transactions contemplated in this Agreement prior to the filing thereof in the Chapter 11 Case as soon as commercially reasonable and in any event (i) for filings to be made on the Petition Date, no later than 5:00 p.m. C.T. on May 30, 2015, and (ii) for filings to be made after the Petition Date, not less than two (2) Business Days prior to filing. All motions, applications, petitions, schedules and supporting papers prepared by the Company and relating (directly or indirectly) to the transactions contemplated by this Agreement to be filed on behalf of the Company after the date hereof must be reasonably satisfactory in form and substance to Buyer in its own discretion. (f) Buyer and the Company each agree that they will promptly take any action such actions as are reasonably requested by the other to cause one assist in obtaining entry of the Sale Order and the Bid Procedures Order, including furnishing affidavits or more other documents or information for filing with the Bankruptcy Court for purposes, among others, of its Affiliates providing necessary assurances of performance of their respective obligations under this Agreement and the Transaction Documents and demonstrating that Buyer is a debtor in a Chapter 11 or Chapter 7 bankruptcy case to breach any obligation as if they were a Controlled Affiliate hereundergood faith buyer under Section 363(m) of the Bankruptcy Code.

Bankruptcy Actions. (a) As promptly as practicable, but in no event The approval of this Agreement by the Bankruptcy Court is required for the Agreement to be binding and enforceable against the Sellers. (b) Not later than January 16two (2) days after the date hereof, 2002, by 5:00 p.m. the Enron Parties Channelview LP shall file with the Bankruptcy Court their proposed Bankruptcy Court Order designated and provide sufficient notice to be subject all parties entitled to further changes prior to commencement notice under applicable provisions of the continued hearing on January 18Bankruptcy Code and Rules, 2002. (b) Enron shall provide UBS with drafts of including all Persons who have asserted liens, encumbrances or other interests in the proposed Bankruptcy Court Order prior to 5:00 p.m. on January 15, 2002. Enron shall incorporate UBS's comments on the proposed Bankruptcy Court Order made available to Enron prior to January 18, 2002 except to the extent they alter this Agreement or are otherwise inconsistent with applicable law, and shall provide the revised proposed order to UBSAcquired Assets, counsel to any official committee appointed in the Creditors' Committee Chapter 11 Cases, the United States trustee, all creditors of any debtor in the Chapter 11 Cases and all parties to the Assigned Contracts, in form and substance reasonably satisfactory to Buyer, of the motion of the Sellers seeking entry of the Sale Order (the “Sale Motion”). In addition, notice of the Sale Motion and the proposed entry of the Sale Order shall be given by Sellers (at Sellers’ expense) by publication of a notice, in form and substance reasonably satisfactory to Buyer, in each publication listed on Schedule 8.1(b). Channelview LP shall seek a hearing on the Sale Motion to occur as soon as possible in accordance with the Local Rules of the Bankruptcy Court. To In the extent practicable under event that an auction of the Acquired Assets is required by the Bankruptcy Court, the Sellers shall use commercially reasonable efforts to have the Sale Order entered on or before sixty (60) days after the date hereof. In the event that no auction of the Acquired Assets is required by the Bankruptcy Court, the Sellers shall use commercially reasonable efforts to have the Sale Order entered on or before thirty (30) days after the date hereof. Each Seller shall promptly provide Buyer with drafts of all the circumstancesdocuments, Enron shall incorporate subsequent comments from UBS received prior motions, orders, filings or pleadings, that such Seller proposes to the time file with the Bankruptcy Court determines that relate to issue its order (i) this Agreement or the transactions contemplated hereunder, (ii) entry of the Sale Order, (iii) the Sale Motion or (iv) Buyer, and will provide Buyer with a reasonable opportunity to review such documents in advance of their service and filing. Each Seller shall consult and cooperate with Buyer, and consider in good faith the views of Buyer with respect to all such filings. Buyer covenants and agrees that it shall cooperate with Channelview LP in connection with furnishing information or documents to Channelview LP to satisfy the requirements of this Agreementadequate assurance of future performance under section 365(f)(2)(B) of the Bankruptcy Code. (c) Enron Seller shall promptly make any filings, take all actions, and UBS acknowledge that Enron validly served use all reasonable efforts to obtain any and filed its motion for the Bankruptcy Court Order and that the Bankruptcy Court ordered the bidding with respect to the Gas and Power Business closed on January 11, 2002. Enron shall hereafter continue to comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure other approvals and orders of the Bankruptcy Court in connection necessary or appropriate for consummation of the transactions contemplated hereby, subject to Seller’s obligations to comply with obtaining any order of the Bankruptcy Court Orderand other applicable Laws. Buyer will, if requested by Sellers, reasonably cooperate with the Sellers with respect to the Chapter 11 Cases in order to consummate the transactions contemplated hereunder, and will not take any action opposing or attempting to delay or hinder the transactions contemplated hereby in the Chapter 11 Cases. (d) Each Notwithstanding anything in this Agreement to the contrary, if the Bankruptcy Court declines to enter the Sale Order on the basis that an auction for the Acquired Assets should first take place (a “Court Auction Determination”), Sellers shall, within 48 hours of such determination, file a bidding procedures motion with the Enron Parties Bankruptcy Court, in form and UBS shall use their reasonable best efforts substance reasonably satisfactory to cooperateBuyer, assist and consult with each other to secure seeking the entry of an order approving the Bankruptcy Court Order no later than January 22, 2002, bid protections and to consummate the transactions contemplated by this Agreement. Neither the Enron Parties nor UBS shall file any pleadings or take any position in the Chapter 11 Cases contrary to the approval of the Bankruptcy Court Order and the consummation of the transactions contemplated hereby unless Enron and UBS approve such pleading or position. In the event that the Procedural procedures set forth on Schedule 8.1(d) (“Bid Procedures Order, the Bankruptcy Court Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order”), the Enron Parties and UBS will cooperate in taking such steps diligently to defend against such appeal, petition or motion and the Enron Parties and UBS shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion. (e) The Enron Parties shall not take any action to cause one or more of its Affiliates that is a debtor in a Chapter 11 or Chapter 7 bankruptcy case to breach any obligation as if they were a Controlled Affiliate hereunder.