Final EOTT Order. Means an order of the EOTT Bankruptcy Court, in form and substance reasonably satisfactory to the Enron 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 (i) no appeal or request for review or rehearing was filed or (ii) 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 EOTT 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 EOTT Order and any actions taken pursuant thereto shall survive entry of any order which may be entered (x) converting any of the EOTT Chapter 11 Cases to a chapter 7 case, (y) confirming or consummating any plan(s) of reorganization of any or all of the EOTT Parties, or (z) dismissing any of the EOTT Chapter 11 Cases and the terms and provisions of the Final EOTT Order shall continue in this or any superseding case under the Bankruptcy Code; (vi) the provisions of the Final EOTT Order shall inure to the benefit of the EOTT Parties and shall be binding upon the EOTT Parties and their respective successors and assigns, including any trustee or other fiduciary hereafter appointed as a legal representative of any of the EOTT Parties and shall also be binding upon all creditors of the EOTT Parties and other parties in interest and (vii) no subsequent orders or any confirmed plan of reorganization shall change or modify any rights or obligations under this Agreement.
View More
