Common use of The Confirmation Order Clause in Contracts

The Confirmation Order. The Confirmation Order shall be in form and substance reasonably satisfactory to the Acquiror and shall provide that: (i) On the Closing Date, unless otherwise provided in the Plan Term Sheet, the Confirmation Order will discharge the Company and the License Subsidiaries, from any and all Claims and Liabilities whether or not (a) a Proof of Claim based on such Claim was filed or deemed filed under Bankruptcy Code section 501, or such Claim was listed on the schedules of the Company or any of the Debtor Subsidiaries filed in the Bankruptcy Case; (b) such Claim is or was allowed under Bankruptcy Code section 502; or (c) the holder of such Claim has voted on or accepted the Bankruptcy Plan. The rights that are provided in the Bankruptcy Plan shall be in complete (x) discharge of all Claims against, Liens on, and Interests against the Company and the License Subsidiaries and (y) discharge and release of all Claims and Liabilities, including all causes of action, whether known or unknown, against the Company and the License Subsidiaries. After the Closing Date, all such Claims and Liabilities may only be asserted as provided for in the Bankruptcy Plan or against Opco. (ii) Unless otherwise provided in the Plan Term Sheet, all Persons that have held or asserted, which hold or assert, or which may in the future hold or assert any Claim, Liability, demand or cause of action against the Company and the License Subsidiaries (or any of them) or relating to the operation of the businesses of the Company or the License Subsidiaries before the Closing Date whenever and wherever arising or asserted (including all such Claims sounding in tort, contract, warranty or any other theory of law, equity or admiralty, whether legal or equitable, matured or unmatured, contingent or non-contingent, senior or subordinated), or Interest, shall be permanently stayed, estopped, restrained and enjoined from taking any action for the purpose of directly or indirectly collecting, recovering, or receiving payments, satisfaction, or recovery with respect to any such Claim, Liability, demand, cause of action or Interest, including: (A) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, Liability, demand or cause of action, or Interest against any of the Company and the License Subsidiaries, or against the property of any of the Company and the License Subsidiaries with respect to any such claim, demand or cause of action, or Interest; (B) enforcing, attaching, collecting, or recovering, by any manner or means, any judgment, award, decree or order against any of the Company and the License Subsidiaries or against the property of any of the Company and the License Subsidiaries with respect to any such Claim, Liability, demand or cause of action or Interest; (C) creating, perfecting or enforcing any Lien of any kind against any of the Company and the License Subsidiaries or any of the property of any Company and the License Subsidiaries with respect to any such Claim, Liability, demand or cause of action or Interest; (D) asserting or accomplishing any setoff, right of subrogation, indemnity contribution or recoupment of any kind against any obligation due any of the Company and the License Subsidiaries or against the property of any of the Company and the License Subsidiaries with respect to any such Claim, Liability, demand, cause of action or Interest; and (E) taking any act, in any manner, in any place whatsoever, against any of the Company and the License Subsidiaries or their property, that does not conform to, or comply with, the provisions of the Bankruptcy Plan relating to such Claim, Liability, demand, cause of action or Interest. (iii) From and after the Closing Date, Opco shall defend, indemnify and hold harmless the Company and the License Subsidiaries and each of their respective representatives and heirs, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against any loss, Claim, Liability, expense or damage (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising under or out of, in connection with, or in any way relating to, the Company, the Debtor Subsidiaries, the operations of the Company and the Debtor Subsidiaries prior to the Closing Date, the issuance of the Shares to the Acquiror, and any violation of the injunction provided for in Section 7.2(g)(ii).

The Confirmation Order. The Confirmation Order shall be in form and substance reasonably satisfactory to the Acquiror and shall provide that: (i) On the Closing Date, unless otherwise provided in the Plan Term Sheet, the Confirmation Order will discharge the Company and the License Subsidiaries, from any and all Claims and Liabilities whether or not (a) a Proof of Claim based on such Claim was filed or deemed filed under Bankruptcy Code section 501, or such Claim was listed on the schedules of the Company or any of the Debtor Subsidiaries filed in the Bankruptcy Case; (b) such Claim is or was allowed under Bankruptcy Code section 502; or (c) the holder of such Claim has voted on or accepted the Bankruptcy Plan. The rights contains only provisions that are provided in the Bankruptcy Plan shall be in complete (x) discharge of all Claims against, Liens on, nonseverable and Interests against the Company and the License Subsidiaries and (y) discharge and release of all Claims and Liabilities, including all causes of action, whether known or unknown, against the Company and the License Subsidiaries. After the Closing Date, all such Claims and Liabilities may only be asserted as provided for in the Bankruptcy Plan or against Opco.mutually dependent; (ii) Unless otherwise provides that all executory contracts or unexpired leases assumed by Reorganized Drug Emporium during the Chapter 11 Cases or under this Plan shall remain in full force and effect for the benefit of Reorganized Drug Emporium notwithstanding any provision in such contract or lease (including those described in Sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer or that enables, permits or requires termination of such contract or lease; (iii) except as expressly provided in this Plan, discharges the Plan Term SheetDebtors as of the Confirmation Date from all Claims and any "debt" (as that term in defined in Section 101(12) of the Bankruptcy Code) that arose on or before the Confirmation Date, all Persons that have held or asserted, which hold or assert, or which may in the future hold or assert any Claim, Liability, demand or cause of action against the Company and the License Subsidiaries (or any Debtors' liability in respect of them) or relating to the operation of the businesses of the Company or the License Subsidiaries before the Closing Date whenever and wherever arising or asserted (including all such Claims sounding in tort, contract, warranty or any other theory of law, equity or admiraltyand debts shall be extinguished completely, whether legal reduced to judgment or equitablenot, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or unfixed, matured or unmatured, contingent disputed or non-contingentundisputed, senior legal or subordinated)equitable, or Interest, shall be permanently stayed, estopped, restrained and enjoined from taking any action for the purpose of directly known or indirectly collecting, recoveringunknown, or receiving payments, satisfactionthat arose from any agreement of the Debtors that has either been assumed or rejected in the Chapter 11 Cases or under this Plan, or recovery with respect to obligation of the Debtors incurred before the Confirmation Date, or from the Debtors' conduct before the Confirmation Date, or that otherwise arose before the Confirmation Date including, without limitation, all interest, if any, on any such Claimdebts, Liability, demand, cause of action whether such interest accrued before or Interest, including: (A) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, Liability, demand or cause of action, or Interest against any of after the Company and the License Subsidiaries, or against the property of any of the Company and the License Subsidiaries with respect to any such claim, demand or cause of action, or InterestPetition Date; (Biv) enforcing, attaching, collecting, does not provide for the liquidation of all or recovering, by any manner or means, any judgment, award, decree or order against any substantially all of the Company Debtors' property and Confirmation must not likely be followed by the License Subsidiaries liquidation of Reorganized Drug Emporium or against the property of any of the Company and the License Subsidiaries with respect to any such Claim, Liability, demand or cause of action or Interest;need for further financial reorganizations; and, (Cv) creating, perfecting or enforcing any Lien of any kind against any of the Company and the License Subsidiaries or any of the property of any Company and the License Subsidiaries in accordance with respect to any such Claim, Liability, demand or cause of action or Interest; (DSection 1123(b)(3)(B) asserting or accomplishing any setoff, right of subrogation, indemnity contribution or recoupment of any kind against any obligation due any of the Company and the License Subsidiaries or against the property of any of the Company and the License Subsidiaries with respect to any such Claim, Liability, demand, cause of action or Interest; and (E) taking any act, in any manner, in any place whatsoever, against any of the Company and the License Subsidiaries or their property, that does not conform to, or comply with, the provisions of the Bankruptcy Code, appoints the Disbursing Agent, approves the Plan relating to such Claim, Liability, demand, cause of action or InterestAdministration Agreement and specifically appoints the Plan Administrator and Oversight Committee in accordance with the Plan. (iii) From and after the Closing Date, Opco shall defend, indemnify and hold harmless the Company and the License Subsidiaries and each of their respective representatives and heirs, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against any loss, Claim, Liability, expense or damage (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising under or out of, in connection with, or in any way relating to, the Company, the Debtor Subsidiaries, the operations of the Company and the Debtor Subsidiaries prior to the Closing Date, the issuance of the Shares to the Acquiror, and any violation of the injunction provided for in Section 7.2(g)(ii).

The Confirmation Order. The On the date of the making of the ---------------------- initial Loans or the issuance of the initial Letters of Credit hereunder, whichever first occurs, the Confirmed Plan shall be effective, all conditions to effectiveness of the Confirmed Plan have been satisfied (other than those conditions which have been expressly waived in accordance with Sections 10.02 and 10.03 of the Confirmed Plan by the parties named therein and which waiver or waivers have been consented to in writing by the Administrative Agent) and the Confirmation Order and the Yonkers Confirmation Order each will have been entered and will not have been stayed, amended (other than amendments deemed immaterial by the Administrative Agent), vacated, reversed or rescinded and the Bankruptcy Court's retention of jurisdiction, if any, under the Confirmation Order and the Yonkers Confirmation Order shall be in form not govern the enforcement of this Agreement and substance reasonably satisfactory to the Acquiror and shall provide that: other Loan Documents or any rights or remedies relating thereto after the Plan Effective Date. On the date of the making of any Loan or the issuance of any Letter of Credit, (i) On the Closing Date, unless otherwise provided in the Confirmed Plan Term Sheet, will be effective and the Confirmation Order will discharge have been entered and will not have been amended (other than amendments deemed immaterial by the Company Administrative Agent), stayed, vacated, reversed or rescinded and (ii) the License SubsidiariesYonkers Confirmation Order will have been entered and will not have been amended, from stayed, vacated, reversed or rescinded in any and all Claims and Liabilities whether or not manner which, in the Administrative Agent's sole discretion, could have a material adverse effect on (a) a Proof of Claim based on such Claim was filed the assets, liabilities, business, operations, condition (financial or deemed filed under Bankruptcy Code section 501, otherwise) or such Claim was listed on the schedules prospects of the Company Borrower or any of the Debtor Subsidiaries filed in the Bankruptcy Case; other Credit Party or (b) such Claim is or was allowed the enforceability of the rights and remedies of the Administrative Agent, the Issuing Bank, the Collateral Agent, the Tranche B Agent, the Co-Agents and the Lenders under Bankruptcy Code section 502; the Loan Documents (including, without limitation, the Liens granted to the Collateral Agent, for its benefit and the benefit of the other Secured Parties, under the Loan Documents), or (c) the holder of such Claim has voted on or accepted the Bankruptcy Plan. The rights that are provided in the Bankruptcy Plan shall be in complete (x) discharge of all Claims against, Liens on, and Interests against the Company and the License Subsidiaries and (y) discharge and release of all Claims and Liabilities, including all causes of action, whether known or unknown, against the Company and the License Subsidiaries. After the Closing Date, all such Claims and Liabilities may only be asserted as provided for in the Bankruptcy Plan or against Opco. (ii) Unless otherwise provided in the Plan Term Sheet, all Persons that have held or asserted, which hold or assert, or which may in the future hold or assert any Claim, Liability, demand or cause of action against the Company and the License Subsidiaries (or any of them) or relating to the operation ability of the businesses of the Company Borrower or the License Subsidiaries before other Credit Parties to pay the Closing Date whenever Obligations when due and wherever arising to perform their covenants and agreements under the Loan Documents. Upon the maturity (whether by the acceleration or asserted (including all such Claims sounding in tort, contract, warranty or any other theory of law, equity or admiralty, whether legal or equitable, matured or unmatured, contingent or non-contingent, senior or subordinated), or Interest, shall be permanently stayed, estopped, restrained and enjoined from taking any action for the purpose of directly or indirectly collecting, recovering, or receiving payments, satisfaction, or recovery with respect to any such Claim, Liability, demand, cause of action or Interest, including: (Aotherwise) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, Liability, demand or cause of action, or Interest against any of the Company and the License Subsidiaries, or against the property of any of the Company Obligations of the Borrower and the License Subsidiaries with respect other Credit Parties hereunder and under the other Loan Documents, the Lenders shall, subject to any such claim, demand or cause of action, or Interest; (B) enforcing, attaching, collecting, or recovering, by any manner or means, any judgment, award, decree or order against any of the Company and the License Subsidiaries or against the property of any of the Company and the License Subsidiaries with respect to any such Claim, Liability, demand or cause of action or Interest; (C) creating, perfecting or enforcing any Lien of any kind against any of the Company and the License Subsidiaries or any of the property of any Company and the License Subsidiaries with respect to any such Claim, Liability, demand or cause of action or Interest; (D) asserting or accomplishing any setoff, right of subrogation, indemnity contribution or recoupment of any kind against any obligation due any of the Company and the License Subsidiaries or against the property of any of the Company and the License Subsidiaries with respect to any such Claim, Liability, demand, cause of action or Interest; and (E) taking any act, in any manner, in any place whatsoever, against any of the Company and the License Subsidiaries or their property, that does not conform to, or comply with, the provisions of the Bankruptcy Plan relating Article VII, be entitled to immediate payment of such Claim, Liability, demand, cause of action or Interest. (iii) From and after the Closing Date, Opco shall defend, indemnify and hold harmless the Company and the License Subsidiaries and each of their respective representatives and heirs, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against any loss, Claim, Liability, expense or damage (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising under or out of, in connection with, or in any way relating to, the Company, the Debtor Subsidiaries, the operations of the Company and the Debtor Subsidiaries prior to the Closing Date, the issuance of the Shares to the Acquirorobligations, and any violation of to enforce the injunction remedies provided for in Section 7.2(g)(ii)hereunder and under the other Loan Documents.