Final Enron Order. Means an order of the Enron Bankruptcy Court, in form and substance reasonably satisfactory to the EOTT Parties, approving the Settlement Documents, the operation or effect of which has not been stayed, reversed, vacated or modified in a manner that would deprive a Party of the material benefits of the Settlement Documents, and as to which order the time to appeal or to seek review or rehearing has expired and to which (a) no appeal or request for review or rehearing was filed or (b) if an
... appeal or request for review or rehearing was filed, such an appeal or request for review or rehearing is no longer pending. The Final Enron Order shall include, without limitation, the following: (i) the compromise and settlement set forth herein is the result of good faith, arm's length negotiations; (ii) the compromise and settlement reflected herein constitutes the exchange of reasonably equivalent value between the Parties to resolve the claims and disputes as set forth in this Agreement; (iii) the compromise and settlement set forth herein is fair and reasonable to all Parties and in no way unjustly enriches any of the Parties; (iv) the consideration to be exchanged pursuant to this compromise and settlement (including, but not limited to, the obligations set forth in the Settlement Documents) constitute the contemporaneous exchange of new value and legal, valid and effective transfers; (v) the provisions of the Final Enron Order and any actions taken pursuant thereto shall survive entry of any order which may be entered (x) converting any of the Enron Chapter 11 Cases to a chapter 7 case, (y) confirming or consummating any plan(s) of reorganization of any or all of the Enron Debtor Parties, or (z) dismissing any of the Enron Chapter 11 Cases and the terms and provisions of the Final Enron Order shall continue in this or any superseding case under the Bankruptcy Code; (vi) the Note, the Guaranty, the Letter of Credit and the Assumed Obligations contemplated by the compromise and settlement and approved in the Final Order shall not be discharged by the entry of an order confirming or consummating any plan(s) of reorganization of any or all of the Enron Debtor Parties; (vii) the provisions of the Final Enron Order shall inure to the benefit of the Enron Parties and shall be binding upon the Enron Parties and their respective 4 successors and assigns, including any trustee or other fiduciary hereafter appointed as a legal representative of any of the Enron Debtor Parties and shall also be binding upon all creditors of the Enron Debtor Parties and other parties in interest and (viii) no subsequent orders or any confirmed plan of reorganization shall change or modify any rights or obligations under this Agreement.
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