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Full title: Order Approving Assumption Of Restructuring Support Agreement (Related Doc # 14)(related document(s)14) Order Signed on 5/10/2021. (Attachments: # 1 Exhibit 1) (AJL) (Entered: 05/10/2021)

Document posted on May 9, 2021 in the bankruptcy, 3 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Upon the motion (the “Motion”)2 of the above-captioned debtor and debtor in possession (the “Debtor”) for entry of an order approving the Debtor’s assumption of the RSA; and the Court having reviewed the Motion and the First Day Declaration; and the Court having jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and it appearing that the relief requested in the Motion is in the best interests of the Debtor, its estate, its creditors, and other parties in interest; and the Court having determined that the legal and factual bases set forth in the Motion and the First Day Declaration establish just cause for the relief granted herein; and after due 1 The last four digits of the Debtor’s federal tax identification number are 8502.The assumption of the RSA, and the performance and fulfillment of the respective obligations thereunder, complies with the Bankruptcy Code and all other applicable statutes, laws, regulations, or orders and does not constitute the solicitation of a vote on a chapter 11 plan.The Debtor is authorized to execute, deliver, and perform one or more amendments, waivers, consents, or other modifications to and under the RSA as the Debtor may deem reasonable and appropriate, in each case in accordance with the terms of the RSA, and no further approval of the Court shall be required for any amendment, waiver, consent, or other modification to and under the RSA that does not have a material adverse effect on the Debtor’s estate.Notwithstanding anything to the contrary herein, the Debtor’s obligations under the RSA are subject at all times to the fulfillment of its fiduciary duties as provided for in the RSA, and nothing in this Order shall require the Debtor or any director or officer of the Debtor, in such person’s capacity as such, to take any action inconsistent with or to refrain from taking any action consistent with, its or their fiduciary obligations under applicable law.The Debtor is hereby authorized to take all actions and execute all documents that may be necessary to perform under the RSA and implement the relief granted in this Order, and such actions shall not constitute a solicitation of acceptances or rejections of a plan pursuant to Bankruptcy Code section 1125.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ADARA ENTERPRISES CORP., Case No. 21-10736 (JKS) Debtor.1 Related to Docket Nos. 14 and 59 ORDER APPROVING ASSUMPTION OF RESTRUCTURING SUPPORT AGREEMENT Upon the motion (the “Motion”)2 of the above-captioned debtor and debtor in possession (the “Debtor”) for entry of an order approving the Debtor’s assumption of the RSA; and the Court having reviewed the Motion and the First Day Declaration; and the Court having jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and it appearing that the relief requested in the Motion is in the best interests of the Debtor, its estate, its creditors, and other parties in interest; and the Court having determined that the legal and factual bases set forth in the Motion and the First Day Declaration establish just cause for the relief granted herein; and after due 1 The last four digits of the Debtor’s federal tax identification number are 8502. The service address for the Debtor is 411 E. 57th Street Suite 1-A, New York, New York 10022. 2 Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Motion.

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deliberation thereon; and good and sufficient cause appearing therefor, it is HEREBY FOUND AND DETERMINED THAT: A. The Debtor’s entry into the RSA reflects the Debtor’s exercise of sound business judgment consistent with its fiduciary duties, and is based on good, sufficient, and sound business purposes and justifications. The RSA was negotiated in good faith and at arm’s length among the RSA Parties and their respective professional advisors. B. The assumption of the RSA, and the performance and fulfillment of the respective obligations thereunder, complies with the Bankruptcy Code and all other applicable statutes, laws, regulations, or orders and does not constitute the solicitation of a vote on a chapter 11 plan. C. All parties in interest have been afforded a reasonable opportunity to object and be heard with respect to the Motion and the RSA and all of the relief granted herein. In light of the foregoing, IT IS ORDERED that: 1. The Motion is granted to the extent set forth herein. 2. The RSA, a copy of which is attached hereto as Exhibit 1, is hereby assumed, effective upon entry of this Order. 3. The RSA shall be binding and enforceable against the RSA Parties in accordance with its terms. 4. The Debtor is authorized to execute, deliver, and perform one or more amendments, waivers, consents, or other modifications to and under the RSA as the Debtor may deem reasonable and appropriate, in each case in accordance with the terms of the RSA, and no further approval of the Court shall be required for any amendment, waiver, consent, or other modification to and under the RSA that does not have a material adverse effect on the Debtor’s estate.

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5. Notwithstanding anything to the contrary herein, the Debtor’s obligations under the RSA are subject at all times to the fulfillment of its fiduciary duties as provided for in the RSA, and nothing in this Order shall require the Debtor or any director or officer of the Debtor, in such person’s capacity as such, to take any action inconsistent with or to refrain from taking any action consistent with, its or their fiduciary obligations under applicable law. 6. The RSA shall be solely for the benefit of the RSA Parties except as set forth therein, and no other person or entity shall be a third-party beneficiary thereof except as set forth therein. No entity shall have any right to seek or enforce specific performance of the RSA, other than the RSA Parties. 7. The Debtor is hereby authorized to take all actions and execute all documents that may be necessary to perform under the RSA and implement the relief granted in this Order, and such actions shall not constitute a solicitation of acceptances or rejections of a plan pursuant to Bankruptcy Code section 1125. 8. Notwithstanding anything to the contrary herein, nothing in this Order makes, or shall be deemed or construed to make, any findings or determinations with respect to the Plan contemplated by the RSA, any other chapter 11 plan that is proposed in the Chapter 11 Case, or the Definitive Documents (except for the Motion and this Order). 9. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 10. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. J. KATE STICKLES Dated: May 10th, 2021 UNITED STATES BANKRUPTCY JUDGE Wilmington, Delaware

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