Common use of Sale Hearing Clause in Contracts

Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Xxxxxx X. Drain on March 22, 2007 at 10:00 a.m. (prevailing Eastern time) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, but may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller does not receive any Qualified Bids (other than the Qualified Bid of the Purchaser), Seller will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser following entry of the Sale Order. If Seller does receive additional Qualified Bids, then, at the Sale Hearing, Seller shall seek approval of the Successful Bid(s), as well as the second highest or best Qualified Bid(s) (the "Alternate Bid(s)" and such bidder(s), the "Alternate Bidder(s)"). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s), then the Alternate Bid(s) shall be deemed to be the Successful Bid(s) and Seller shall effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy Court.

Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Xxxxxx X. Honorable Judge Rxxxxx Drain on March 22February 26, 2007 2008 at 10:00 a.m. (prevailing Eastern timeTime) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxxin New York, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000New York, but may be adjourned or rescheduled in Delphi’s sole discretion, subject to Bankruptcy Court Approval, as necessary, without further notice by an announcement of the adjourned date at the Sale HearingHearing only if (a) such extension would still enable Sellers to comply with the time requirements in Section 9.1.2.D hereof after consultation with Buyer or (b) Buyer is not the Successful Bidder at the Auction. In all other instances, the Sale Hearing may only be adjourned upon written consent of Buyer, which consent shall not be unreasonably withheld. If Seller Delphi does not receive any Qualified Bids (other than the Qualified Bid of the PurchaserBuyer Parent), Seller Delphi will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Purchased Assets to the Purchaser Buyer Parent following entry of the Sale Approval Order. If Seller Delphi does receive additional Qualified Bids, then, at the Sale Hearing, Seller shall Delphi will seek approval of the Successful Bid(s)Bid, as well as the second highest or best Qualified Bid(s) Bid (the "“Alternate Bid(s)" Bid” and such bidder(s)bidder, the "“Alternate Bidder(s)"”). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s)Bidder, if the Successful Bidder(s) fail(s) Bidder fails to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller Delphi or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s)Bidder, then the Alternate Bid(s) shall Bid will be deemed to be the Successful Bid(s) Bid and Seller shall Delphi will be authorized, but not directed, to effectuate a sale to the Alternate Bidder(s) Bidder without further order of the Bankruptcy Court.

Sale Hearing. The Sale Hearing will be held before conducted by the Xxxxxxxxx Xxxxxx X. Drain Court on March 22April 17, 2007 2023 at 10:00 a.m. (prevailing Eastern timeTime) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, but and may be adjourned or rescheduled without further notice rescheduled, in consultation with the Consultation Parties, by an announcement of the adjourned date at the Sale Hearing or by the filing of a hearing agenda. At the Sale Hearing, the Debtors will seek Court approval of the Successful Bid(s) and the Backup Bid(s). Unless the Court orders otherwise, the Sale Hearing will be an evidentiary hearing on matters relating to the Sale and there will be no further bidding at the Sale Hearing. If Seller In the event that the Successful Bidder(s) cannot or refuses to consummate the Sale because of the breach or failure on the part of the Successful Bidder(s), the Backup Bidder(s) will be deemed the new Successful Bidder(s) and the Debtors will be authorized, but not required, to close with the Backup Bidder on the Backup Bid without further order of the Court. The Debtors will sell the Assets or Reorganized Equity, as applicable, to the Successful Bidder(s) only upon the approval of its Successful Bid by the Court after the Sale Hearing. The Debtors’ presentation of a particular Qualified Bid to the Court for approval does not receive any Qualified Bids (other than constitute the Qualified Bid Debtors’ acceptance of the Purchaser), Seller Bid. The Debtors will report be deemed to have accepted a bid only when the same to bid has been approved by the Bankruptcy Court at the Sale Hearing Hearing. Unless otherwise agreed by the Debtors, the DIP Agent, and will proceed with a sale the Prepetition Agent, all conditions to closing of the Acquired Assets to Sale Transaction, other than regulatory approval by the Purchaser following Federal Communications Commission (“FCC”), shall have been satisfied on or before the day that is 15 calendar days after entry of the Sale Order, and FCC approval shall have been received on or before the day that is 90 calendar days after entry of the Sale Order. If Seller does receive additional Qualified Bids, then, at Parties to the Chapter 11 Cases may file (a) objections to the Sale Hearing, Seller shall seek approval of the Successful Bid(s)Assets or Reorganized Equity, as well as the second highest or best Qualified Bid(s) (the "Alternate Bid(s)" and such bidder(s)applicable, the "Alternate Bidder(s)"). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s) and/or a Backup Bidder, as applicable, any of the relief requested in the Bidding Procedures Motion, and entry of the Sale Order (each, a “Sale Objection”), if (b) objections to the conduct of the Auction (each, an “Auction Objection”), or (c) objections relating to the identity of the Successful Bidder(s) fail(s(other than with respect to executory contracts or unexpired leases) to consummate (each, a “Buyer-Related Objection”). All such objections must (a) be in writing and specify the sale because of: nature of such objection, (b) comply with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and all orders of the Court entered in the Chapter 11 Cases, (c) be filed with the Court by (i) failure of a condition precedent beyond March 7, 2023 at 4:00 p.m. (prevailing Eastern Time) (the control of either Seller or the Successful Bidder; “Sale Objection Deadline”) or (ii) a breach or failure to perform 5:00 p.m. (prevailing Eastern Time) on the part of such Successful Bidder(sday that is one day before the Sale Hearing (the “Auction Objection Deadline” and “Buyer-Related Objection Deadline”), then and, in the Alternate Bid(scase of a Sale Objection, (d) shall be deemed served upon the following parties (collectively, the “Objection Notice Parties”): (i) counsel to be the Successful Bid(sDebtors, Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (Attn: Xxxxxxx X. Xxxxx (xxxx.xxxxx@xx.xxx), Xxx X. Xxxxxxx (xxx.xxxxxxx@xx.xxx), Xxxxxxx X. Xxxxxxxx (xxxxxxx.xxxxxxxx@xx.xxx), and Xxxxxxxx X. Xxxxxxx (xxxxxxxx.xxxxxxx@xx.xxx)); (ii) proposed co-counsel to the Debtors, Young Xxxxxxx Stargatt & Xxxxxx, LLP, Xxxxxx Square, 0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (Attn: Xxxx Xxxxxxx Xxxxx (xxxxxx@xxxx.xxx), Xxxxxx X. Xxxxxxxxx (xxxxxxxxxx@xxxx.xxx), and Xxxxxxx X. Xxxxxx (xxxxxxx@xxxx.xxx)); (iii) counsel to the DIP Agent and the Prepetition Agent, Sheppard, Xxxxxx, Xxxxxxx & Xxxxxxx LLP, (A) 000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (Attn: Xxxx X. Xxxxxxxx (XXxxxxxxx@xxxxxxxxxxxxxx.xxx)) and Seller shall effectuate a sale (B) 000 Xxxxx Xxxxx Xxxxxx, 32nd Floor, Chicago, Illinois 60654 (Attn: Xxxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxxxxxxx.xxx), (Xxxxx X. Xxxx (XXxxx@xxxxxxxxxxxxxx.xxx) and Xxxxxxxxx Xxx (XXxx@xxxxxxxxxxxxxx.xxx)); (iv) co-counsel to the Alternate Bidder(sDIP Lenders and the Prepetition Agent, Potter Xxxxxxxx & Xxxxxxx LLP, Hercules Plaza, 1313 North Market Street, 6th Floor, X.X. Xxx 000, Xxxxxxxxxx, Xxxxxxxx, 00000, Attn: X. Xxxxxxxxx Xxxx, Esq; (v) without further order counsel to any statutory committee appointed in the Chapter 11 Cases; (vi) the Office of the Bankruptcy CourtUnited States Trustee for the District of Delaware, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx 35, Wilmington, Delaware 19801 (Attn: Xxxxxxxx Xxxxxxx (Xxxxxxxx.X.Xxxxxxx@xxxxx.xxx)); and (vii) any Successful Bidders.

Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Honorable Judge Xxxxxx X. Drain on March 22May 21, 2007 2009 at 10:00 a.m. (prevailing Eastern timeTime) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxxin New York, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000New York, but may be adjourned or rescheduled in Delphi's sole discretion, subject to Bankruptcy Court Approval, as necessary, without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller Delphi does not receive any Qualified Bids (other than the Qualified Bid of the PurchaserBuyer Parent), Seller Delphi will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser Buyer Parent following entry of the Sale Order. If Seller Delphi does receive additional Qualified Bids, then, at the Sale Hearing, Seller shall Delphi will seek approval of the Successful Bid(s), as well as the second highest or best Qualified Bid(s) (the "“Alternate Bid(s)" ” and such bidder(s), the "“Alternate Bidder(s)"”). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller Delphi or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s), then the Alternate Bid(s) shall will be deemed to be the Successful Bid(s) and Seller shall Delphi will effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy Court.

Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Xxxxxx X. Drain on March 22is currently scheduled for October 28, 2007 2008 at 10:00 a.m. (prevailing Eastern time) at before the Honorable Xxxxxx Xxxxx, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, but . The Sale Hearing may be adjourned or rescheduled by the Seller without further notice other than by an announcement of the adjourned date at the Sale Hearing. If Seller does not receive any no Qualified Bids (other than the Qualified Bid that of the Purchaser)Purchaser are received, the Seller will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a the sale of the Acquired Assets to the Purchaser following entry of the Sale Orderorder approving the Sale. If the Seller does receive receives additional Qualified Bids, then, at the Sale Hearing, the Seller shall seek approval of the Successful Bid(s)Bid, as well as the second highest or best Qualified Bid(s) Bid (the "“Alternate Bid(s)" Bid” and such bidder(s)bidder, the "“Alternate Bidder(s)"Bidder”). Seller's presentation to A bid will not be deemed accepted by the Bankruptcy Court of the Successful Bid(s) Seller unless and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) until approved by the Bankruptcy Court at the Sale HearingCourt. Following approval of the sale to the Successful Bidder(s)Bidder, if the Successful Bidder(s) fail(s) Bidder fails to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s)for specified reasons, then the Alternate Bid(s) shall Bid will be deemed to be the Successful Bid(s) Bid and the Seller shall will effectuate a sale to the Alternate Bidder(s) Bidder without further order of the Bankruptcy Court.

Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Honorable Judge Xxxxxx X. Drain Xxxxx on March 22May 21, 2007 2009 at 10:00 a.m. (prevailing Eastern timeTime) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxxin New York, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000New York, but may be adjourned or rescheduled in Delphi's sole discretion, subject to Bankruptcy Court Approval, as necessary, without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller Delphi does not receive any Qualified Bids (other than the Qualified Bid of the PurchaserBuyer Parent), Seller Delphi will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser Buyer Parent following entry of the Sale Order. If Seller Delphi does receive additional Qualified Bids, then, at the Sale Hearing, Seller shall Delphi will seek approval of the Successful Bid(s), as well as the second highest or best Qualified Bid(s) (the "“Alternate Bid(s)" ” and such bidder(s), the "“Alternate Bidder(s)"”). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller Delphi or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s), then the Alternate Bid(s) shall will be deemed to be the Successful Bid(s) and Seller shall Delphi will effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy Court.

Sale Hearing. The Sale Hearing Subject to the Seller’s right to consummate the Plan and insure that the Effective Date thereunder has occurred at any time after June 12, 2010, the Seller will conduct an auction of the Membership Interests, the Huntsville Business, the Sold Assets or substantially all of the Seller’s assets, as the case may be held before (the Xxxxxxxxx Xxxxxx X. Drain on March 22“Auction”) in accordance with the Bidding Procedures Order. Notwithstanding any provision in this Agreement to the contrary, 2007 at 10:00 a.m. (prevailing Eastern time) if the successful bidder at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, but may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller does not receive any Qualified Bids (Auction is a Person other than the Qualified Bid Buyer, the Seller may proceed to sell the Membership Interests, the Huntsville Business, the Sold Assets, the Business or substantially all of the PurchaserSeller’s assets, as the case may be, to the successful bidder (an “Alternate Transaction”). If the Buyer or another bidder is the successful bidder at the Auction, Seller will report but the same to purchase price is higher than that provided for in this Agreement, then this Agreement shall be modified accordingly, as provided in an appropriate order of the Bankruptcy Court at authorizing the Sale Hearing sale to the Buyer or such other bidder, and the parties will proceed to consummate the transactions contemplated by this Agreement in accordance with a sale the terms hereof, with such changes as shall be necessitated by the applicable order of the Acquired Assets to Bankruptcy Court . If no bids other than the Purchaser following entry offer of the Sale Order. If Seller does receive additional Qualified Bids, then, Buyer embodied in this Agreement are received at the Sale Hearing, the Seller shall seek approval of the Successful Bid(s), as well as the second highest or best Qualified Bid(s) (the "Alternate Bid(s)" and such bidder(s), the "Alternate Bidder(s)"). Seller's presentation to request the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at to enter the Sale Hearing. Following approval of Order and the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) parties will proceed to consummate the sale because of: (i) failure transactions contemplated by this Agreement in accordance with the terms hereof. If the Seller enters into a written agreement regarding an Alternate Transaction with a Person other than the Buyer or any of its Affiliates before the termination of this Agreement, whether pursuant to a condition precedent beyond sale, plan of reorganization or otherwise, the control of either Seller or shall pay to the Successful Bidder; or (ii) a breach or failure to perform on Buyer concurrently with the part closing of such Successful Bidder(stransaction, a break-up fee in an amount equal to $352,500 (the “Break-up Fee”). If this Agreement is terminated pursuant to Section 8.1(b), 8.1(e), 8.1(g) or 8.1(h), then the Alternate Bid(s) Seller shall pay the Buyer an amount equal to the actual costs and expenses reasonably incurred by the Buyer in connection with the negotiation, execution and performance of this Agreement, provided that such amount shall in no event exceed $250,000 (the “Expense Reimbursement”). In no event will the Buyer be entitled to payment of both the Expense Reimbursement and the Break-up Fee, but, if the Buyer would otherwise be entitled to payment of both the Expense Reimbursement and the Break-up Fee, the Buyer will be paid the greater thereof. Any Break-up Fee or Expense Reimbursement payable to the Buyer pursuant to this section shall be deemed to be the Successful Bid(spaid as an allowed administrative claim under Section 507(a)(2) and Seller shall effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy CourtCode against the Seller’s bankruptcy estate.

Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Xxxxxx X. Drain Bernstein on March 22November 18, 2007 2005, at 10:00 a.m. (prevailing Eastern New York City time) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxxin New York, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000New York, but may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller does not receive any Qualified Bids (other than the Qualified Bid of the Purchaser), Seller will report the same to Hearing or as directed by the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser following entry of the Sale OrderCourt. If Seller does receive additional Qualified Bids, then, at At the Sale Hearing, Seller the Debtors shall seek approval entry of an order, inter alia, authorizing and approving the Sale Transaction (i) if no other Qualified Competing Bid is received, to the Proposed Buyer pursuant to the terms and conditions set forth in the Purchase Agreement or (ii) if a Qualified Bidder other than the Proposed Buyer submits the Successful Bid(s)Bid, as well as to the second Successful Bidder. Following the Sale Hearing, in the event that the approved sale is not consummated, the Debtors may seek to consummate a sale with respect to the next highest or best Qualified Bid(s) Bid (the "Alternate Bid(s)" and such bidder(s“Second Place Bid”), including the "Alternate Bidder(s)"). Seller's presentation to Proposed Buyer, if it is the Bankruptcy Court of Second Place Bidder, with such Qualified Bidder (the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s“Second Place Bidder”), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court as disclosed at the Sale Hearing. Following approval of In such event, the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s), then the Alternate Bid(s) Second Place Bidder shall be deemed to be the Successful Bid(s) and Seller Bidder. The Debtors shall effectuate a be authorized to consummate the sale to with the Alternate Bidder(s) Second Place Bidder without further notice or order of the Bankruptcy Court.

Sale Hearing. The hearing on the approval of the Sale Hearing to the Purchaser (“Sale Hearing”) will be held before the Xxxxxxxxx Xxxxxx X. Honorable Rxxxxx Drain on March 22July 19, 2007 2006 at 10:00 a.m. (prevailing Eastern New York City time) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxxin New York, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000New York, but may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller does not receive any Qualified Bids (other than the Qualified Bid of the Purchaser), Seller will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser following entry of the Sale Order. If Seller does receive additional Qualified Bids, then, at At the Sale Hearing, Seller shall seek approval of the Successful Bid(s)Purchaser’s Qualified Bid, as well as the second highest or best Qualified Bid(s) (the "“Alternate Bid(s)" ” and such bidder(s), the "“Alternate Bidder(s)"”). Seller's ’s presentation to the Bankruptcy Court of the Successful Bid(s) Purchaser’s Qualified Bid and Alternate Bid(s) shall not constitute Seller's ’s acceptance of either Purchaser’s Qualified Bid or any such bid(sAlternate Bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s)Purchaser, if the Successful Bidder(s) Purchaser fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller or the Successful BidderPurchaser; or (ii) a breach or failure to perform on the part of such Successful Bidder(s)Purchaser, then the Alternate Bid(s) shall be deemed to be the Successful Bid(shighest or otherwise best offer(s) for the Acquired Assets and the Business received at the Auction and Seller shall effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy Court.

Sale Hearing. The A hearing on all the remaining relief requested in the Sale Hearing Motion and to consider the results of the Auction (the “Sale Hearing”) will be held before the Xxxxxxxxx Xxxxxx X. Drain on March 22Bernstein, 2007 at 10:00 a.m. (prevailing Eastern time) United States Bankruptcy Court Judge, at the United States Bankruptcy Court for the Southern District of New York, located on March at Xxx Xxxxxxx Xxxxx10:00, Xxxx 000prevailing Eastern Time (the “Sale Hearing Date”). The Sale will be subject to the entry of an order of the Bankruptcy Court approving same. At the Sale Hearing, Xxx Xxxxthe Company will seek entry of an order, Xxx Xxxx 00000among other things, but authorizing and approving (a) the disposition of the Acquired Assets to TWEC pursuant to the terms and conditions set forth in the APA and the conducting of GOB Sales by the Agent at the GOB Stores, if no other Qualified Bid is received and accepted as the Winning Bid, or (b) if a Qualified Bid other than TWEC’s is received and accepted by the Company, disposition of the Assets to be acquired to such Winning Bidder(s) pursuant to the terms and conditions set forth in the Competing Agreement(s) submitted by such Winning Bidder(s). The Sale Hearing may be adjourned or rescheduled by the Company without further notice other than by an announcement of the adjourned date at the Sale Hearing. If Seller does the Sale is not receive any Qualified Bids (other than to TWEC, a hearing on all the Qualified Bid remaining relief requested in the Sale Motion and to consider the results of the Purchaser), Seller Auction will report be held before the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser following entry of the Sale Order. If Seller does receive additional Qualified Bids, then, at the Sale Hearing, Seller shall seek approval of the Successful Bid(s), as well as the second highest or best Qualified Bid(s) (the "Alternate Bid(s)" and such bidder(s), the "Alternate Bidder(s)"). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s), then the Alternate Bid(s) shall be deemed to be the Successful Bid(s) and Seller shall effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy Court.Xxxxxxxxx Xxxxxx