PROVISION OF SUCH SERVICES ("TRANSITIONAL
SERVICES"). IN ADDITION, BETWEEN THE DATE HEREOF AND THE CLOSING, SELLER SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH BUYER TO ASSIST BUYER IN
DEVELOPING AND IMPLEMENTING A PLAN OF TRANSITION. BUYER SHALL PROMPTLY REIMBURSE
SELLER FOR THE REASONABLE OUT-OF-POCKET COSTS AND ANY INCREMENTAL COSTS AND
EXPENSES NECESSARY TO PROVIDE TRANSITIONAL SERVICES. ALL OTHER TERMS AND
CONDITIONS FOR THE PROVISION OF TRANSITIONAL SERVICES SHALL BE REASONABLY
SATISFACTORY TO BOTH BUYER AND SELLER AND SUBJECT TO APPLICABLE LAW.
ARTICLE VI
CONDITIONS TO CLOSING
SECTION 6.1
CONDITIONS TO THE OBLIGATIONS OF BUYER AND SELLER. THE
OBLIGATIONS OF THE PARTIES HERETO TO EFFECT THE CLOSING ARE SUBJECT TO THE
SATISFACTION (OR WAIVER BY BOTH PARTIES) PRIOR TO THE CLOSING OF THE FOLLOWING
CONDITIONS:
133
(A)
BANKRUPTCY COURT APPROVAL. THE [CONFIRMATION]TRANSACTION ORDER
SHALL HAVE BEEN ENTERED BY THE BANKRUPTCY COURT, SHALL BE A FINAL ORDER AND
SHALL BE IN FULL FORCE AND EFFECT, AND, EXCEPT IN THE CASE OF A 363 SALE, THE
PLAN SHALL BE EFFECTIVE IN ACCORDANCE WITH ITS TERMS.
(B)
CONSUMMATION OF THE PLAN. [ALL]OTHER THAN IN THE CASE OF A 363
SALE, ALL CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN SHALL HAVE BEEN
SATISFIED OR WAIVED IN ACCORDANCE WITH THE TERMS OF THE PLAN
AND THE PLAN
SHALL BE CONSUMMATED SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE CLOSING.
(C)
SEC/DOJ MATTERS. THERE SHALL HAVE BEEN A SEC/DOJ SETTLEMENT.
(D)
HSR. THE WAITING PERIODS APPLICABLE TO THE CONSUMMATION OF THE
TRANSACTION UNDER THE HSR ACT SHALL HAVE EXPIRED OR BEEN TERMINATED.
(E)
NO PROHIBITION. NO LAW SHALL BE IN EFFECT PROHIBITING THE
TRANSACTION.
(F)
CONSENTS AND APPROVALS. ALL SELLER REQUIRED APPROVALS AND ALL
BUYER REQUIRED APPROVALS SHALL HAVE BEEN OBTAINED, IN EACH CASE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO BOTH PARTIES.
(G)
REGISTRATION OF PURCHASE SHARES. [UNLESS]OTHER THAN IN THE CASE OF
A 363 SALE AND EXCEPT IF THE ISSUANCE OF THE PURCHASE SHARES PURSUANT TO THE
PLAN AND THE TERMS OF THIS AGREEMENT IS EXEMPTED FROM ANY REGISTRATION UNDER THE
SECURITIES ACT PURSUANT TO THE CONFIRMATION ORDER OR A NO-ACTION LETTER FROM THE
STAFF OF THE SEC, A REGISTRATION STATEMENT IN RESPECT OF THE PURCHASE SHARES
SHALL HAVE BEEN DECLARED EFFECTIVE BY THE SEC AND NO STOP ORDER SUSPENDING THE
EFFECTIVENESS OF SUCH REGISTRATION SHALL HAVE BEEN ISSUED AND NO PROCEEDINGS FOR
THAT PURPOSE SHALL HAVE BEEN INITIATED OR THREATENED BY THE SEC. [THE]OTHER THAN
IN THE CASE OF A 363 SALE AND SUBJECT TO SECTION 5.5(B), AT SUCH TIME AS THE
PURCHASE SHARES ARE DISTRIBUTED TO THE DEBTORS' CLAIMANTS AND STAKEHOLDERS
PURSUANT TO THE PLAN, THE PURCHASE SHARES SHALL BE FREELY TRADABLE AND NOT
SUBJECT TO ANY RESALE RESTRICTIONS EXCEPT TO THE EXTENT THAT THE HOLDER THEREOF
IS AN AFFILIATE OF PARENT OR AN UNDERWRITER (AS DEFINED IN SECTION 1145(B) OF
THE BANKRUPTCY CODE).
(H)
[LISTING OF PURCHASE SHARES. THE PURCHASE SHARES SHALL HAVE BEEN
APPROVED FOR LISTING ON THE NYSE, SUBJECT ONLY TO OFFICIAL NOTICE OF
ISSUANCE.]INTENTIONALLY OMITTED.
(I)
CROSS-CONDITIONALITY. SUBJECT TO SECTION 5.15,