LIABILITIES
IN RESPECT OF ANY AND ALL REJECTION
119
Claims caused by or arising out of any such settlement or compromise and Seller
shall consult with and, in each case, provide Buyer a meaningful opportunity to
participate in any such litigation or settlement.
(E)
ANY MOTION, APPLICATION OR OTHER COURT DOCUMENT FILED WITH, AND
THE PROPOSED ORDERS SUBMITTED TO, THE BANKRUPTCY COURT SEEKING AUTHORIZATION TO
ASSUME AND ASSIGN OR REJECT OR TERMINATE ANY CONTRACTS RELATING TO ANY SPECIFIED
BUSINESS OR THE BUSINESS SHALL BE PROVIDED TO BUYER IN ADVANCE OF FILING (WITH A
REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON SAME) AND SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO BUYER IN ALL MATERIAL RESPECTS. ON OR PRIOR
TO THE CLOSING, SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, CURE ANY AND
ALL DEFAULTS AND BREACHES UNDER AND SATISFY (OR WITH RESPECT TO ANY ASSUMED
LIABILITY OR OBLIGATION THAT CANNOT BE RENDERED NON-CONTINGENT AND LIQUIDATED
PRIOR TO THE CLOSING DATE, MAKE EFFECTIVE PROVISION SATISFACTORY TO BUYER AND
THE BANKRUPTCY COURT FOR SATISFACTION FROM FUNDS OF SELLER) ANY LIABILITY (OTHER
THAN AS TO ASSUMED CURE COSTS) ARISING FROM OR RELATING TO PRE-CLOSING PERIODS
UNDER THE ASSIGNED CONTRACTS SO THAT SUCH CONTRACTS MAY BE ASSUMED BY SELLER OR
ITS AFFILIATES AND ASSIGNED TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 365 OF THE BANKRUPTCY CODE AND THIS AGREEMENT. ON OR PRIOR TO THE
CLOSING, SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, PAY OR MAKE ADEQUATE
RESERVE FOR ALL CURE COSTS OTHER THAN THE ASSUMED CURE COSTS.
(F)
SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, AND BUYER SHALL,
AND SHALL CAUSE PARENT TO, EACH USE COMMERCIALLY REASONABLE EFFORTS, AND
COOPERATE, ASSIST AND CONSULT WITH EACH OTHER, AS PROMPTLY AS PRACTICABLE, TO
SECURE APPROVAL OF THE DISCLOSURE STATEMENT, CONFIRMATION OF THE PLAN AND
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN AND THIS AGREEMENT.
NEITHER THE PLAN NOR THE DISCLOSURE STATEMENT NOR ANY OTHER MATERIAL DOCUMENT
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE AMENDED, MODIFIED,
SUPPLEMENTED, WITHDRAWN OR REVOKED (I) IF SUCH AMENDMENT, MODIFICATION,
SUPPLEMENT, WITHDRAWAL OR REVOCATION AFFECTS THE TERMS OF THE TRANSACTION, THE
TRANSFERRED ASSETS, THE ASSUMED LIABILITIES, PARENT OR ITS AFFILIATES (IN THE
CASE OF PARENT OR ITS AFFILIATES, ONLY TO THE EXTENT RELATED TO THE TRANSACTION
OR AN INTEREST IN THE TRANSFERRED JOINT VENTURE PARENTS (OTHER THAN WITH RESPECT
TO PLAN DISTRIBUTION MATTERS) AND NOT IN THEIR CAPACITY AS CREDITORS OR, WITH
RESPECT TO PLAN DISTRIBUTION MATTERS, EQUITYHOLDERS) WITHOUT THE CONSENT OF
BUYER (PROVIDED, THAT SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) OR
(II) IF SUCH AMENDMENT, MODIFICATION, SUPPLEMENT, WITHDRAWAL OR REVOCATION WOULD
CONTAIN OR ALTER ANY PROVISION (INCLUDING AS TO THE ALLOCATION OF DISTRIBUTABLE
PROCEEDS AMONG SELLER'S STAKEHOLDERS), THAT WOULD, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO MATERIALLY IMPAIR OR MATERIALLY DELAY THE
TRANSACTION. FOR THE AVOIDANCE OF DOUBT, THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT IT WOULD NOT BE UNREASONABLE FOR BUYER TO DECLINE TO CONSENT TO ANY
PLAN MODIFICATION