BUYERS OR THEIR RESPECTIVE AFFILIATES TO AGREE TO OR TO MAKE ANY OTHER
DIVESTITURE OR ANY AGREEMENT TO HOLD SEPARATE WITH RESPECT TO ANY OTHER ASSET OF
GUARANTOR, BUYERS OR SELLERS IN ORDER TO CAUSE THE EXPIRATION OR TERMINATION OF
THE APPLICABLE WAITING PERIODS UNDER THE HSR ACT OR TO OBTAIN THE RELEVANT
APPROVALS UNDER ANY OTHER COMPETITION/INVESTMENT LAWS OR TO RESOLVE OR SETTLE
ANY OBJECTION OR LITIGATION OF ANY GOVERNMENTAL ENTITY OR TO HAVE LIFTED,
VACATED, REVERSED OR OVERTURNED ANY DECREE.
(c)
Bankruptcy Approval.
(I)
NO LATER THAN THREE BUSINESS DAYS
FOLLOWING THE EXECUTION OF THIS AGREEMENT, SELLERS SHALL FILE A MOTION SEEKING
THE ISSUANCE AND ENTRY BY THE BANKRUPTCY COURT OF THE BIDDING PROCEDURES ORDER
(THE "BIDDING PROCEDURES MOTION") AND THE SALE ORDER (THE "SALE MOTION"),
INCLUDING ALL SUPPORTING PAGES, EACH IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO BUYERS, AND SHALL USE THEIR REASONABLE BEST EFFORTS TO HAVE THE
BANKRUPTCY COURT ISSUE AND ENTER THE BIDDING PROCEDURES ORDER (WITH ONLY SUCH
CHANGES THERETO AS BUYERS SHALL APPROVE OR REQUEST) WITHIN FIFTEEN DAYS FROM THE
FILING DATE OF THE BIDDING PROCEDURES MOTION.
FOR THE AVOIDANCE OF DOUBT, THE
SALE MOTION AND THE BIDDING PROCEDURES MOTION MAY BE CONSOLIDATED INTO A SINGLE
MOTION.
EACH OF SELLERS AND BUYERS AGREE TO TAKE ANY ACTION REASONABLY
NECESSARY OR APPROPRIATE TO OBTAIN THE ISSUANCE AND ENTRY OF THE BIDDING
PROCEDURES ORDER AND THE SALE ORDER, INCLUDING FURNISHING AFFIDAVITS,
DECLARATIONS OR OTHER DOCUMENTS OR INFORMATION FOR FILING WITH THE BANKRUPTCY
COURT; PROVIDED, HOWEVER, IN NO EVENT SHALL BUYER OR SELLERS BE REQUIRED TO
AGREE TO ANY AMENDMENT OF THIS AGREEMENT OR CHANGES TO THE BIDDING PROCEDURES
ORDER OR SALE ORDER THAT ARE MATERIALLY ADVERSE TO SUCH PARTY.
(II)
THE SALE ORDER WILL PROVIDE, AMONG OTHER
THINGS, THAT PURSUANT TO SECTIONS 105, 363 AND 365 OF THE BANKRUPTCY CODE:
(A) THE ACQUIRED ASSETS SHALL BE SOLD TO BUYERS FREE AND CLEAR OF ALL LIENS,
CLAIMS, INTERESTS, AND ENCUMBRANCES (WHETHER KNOWN OR UNKNOWN, SECURED OR
UNSECURED OR IN THE NATURE OF SETOFF OR RECOUPMENT, CHOATE OR INCHOATE, FILED OR
UNFILED, SCHEDULED OR UNSCHEDULED, NOTICED OR UNNOTICED, RECORDED OR UNRECORDED,
PERFECTED OR UNPERFECTED, ALLOWED OR DISALLOWED, CONTINGENT OR NON-CONTINGENT,
LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, MATERIAL OR NONMATERIAL,
DISPUTED OR UNDISPUTED, WHETHER ARISING PRIOR TO OR SUBSEQUENT TO THE
COMMENCEMENT OF THE CHAPTER 11 CASES, AND WHETHER IMPOSED BY AGREEMENT,
UNDERSTANDING, LAW, EQUITY, OR OTHERWISE, INCLUDING CLAIMS OTHERWISE ARISING
UNDER DOCTRINES OF SUCCESSOR LIABILITY), INCLUDING LIENS, (EXCEPT FOR PERMITTED
LIENS), AND THE ASSUMED LIABILITIES SHALL BE ASSUMED BY BUYERS, IN EACH CASE,
PURSUANT TO THIS AGREEMENT AND THE OTHER RELATED AGREEMENTS; (B) SELLERS SHALL
ASSUME AND ASSIGN TO BUYERS ALL OF THE ASSUMED CONTRACTS AS OF THE CLOSING DATE
PURSUANT TO SUCH ORDER; (C) BUYERS SHALL, ON OR BEFORE THE CLOSING DATE, PAY THE
CURE AMOUNTS TO THE APPROPRIATE PARTIES AS ORDERED BY THE BANKRUPTCY COURT SO AS
TO PERMIT THE ASSUMPTION AND ASSIGNMENT OF THE APPLICABLE ASSUMED CONTRACT;
(D) BUYERS SHALL BE FOUND TO HAVE DEMONSTRATED