The Sale Order. The Sale Order shall, among other things, (a) approve and direct, pursuant to sections 105, 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances expressly included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement; (b) authorize, empower and direct Sellers to assume and assign to Purchaser the Assigned Contracts; (c) find that Purchaser is a “good faith” buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Purchaser is not a successor to any Seller, and grant Purchaser the protections of section 363(m) of the Bankruptcy Code; (d) find that Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, successor, or transferee Liability, labor law, de facto merger, or substantial continuity; (e) find that Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Assigned Contracts; (f) find that Purchaser shall have no Liability for any Excluded Liability; and (g) find that there was no violation of section 363(n) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Company to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (x) demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, and (y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.
The Sale Order. A copy of the Sale Order, certified by a Responsible Officer as being a true and complete copy.
The Sale Order. The Sale Order (a) shall have been entered by the Bankruptcy Court, (b) shall be in full force and effect, and (c) shall not have been reversed, stayed, modified or amended. No appeals shall have been filed within the time period specified by Rule 8002(a) of the Federal Rules of Bankruptcy Procedure or, in the event a timely appeal has been filed, the effectiveness of the Sale Order shall not have been stayed in accordance with Rule 8005 of the Federal Rules of Bankruptcy Procedure, and CAR Acquisition Company LLC shall not have exercised its termination right under Section 7.16(viii)(3) of the Acquisition Agreement within 20 days from the date such appeal is filed.
The Sale Order. The Sale Order shall, among other matters, but subject to the terms of this Agreement:
The Sale Order. The Sale Order shall be substantially in the form (with such changes thereto as the Buyer shall approve (such approval not to be unreasonably withheld, conditioned or delayed)) of Exhibit J hereto, and shall, among other matters:
The Sale Order. The Sale Order shall include, among other provisions reasonably requested by the Buyer, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of law to be made by the Bankruptcy Court as part of the Sale Order):
The Sale Order. Seller shall use its best efforts to obtain entry of the Sale Order (provided Purchaser is the Successful Bidder) in form and substance acceptable to Purchaser within ten (10) Business Days after Purchaser is determined to be the Successful Bidder. Section 5.8. Cooperation with Respect to Bankruptcy Court Approvals. Purchaser shall take such actions as are reasonably requested by Seller to assist in obtaining entry by the Bankruptcy Court of the Sale Order. Section 5.9.
The Sale Order and the Assignment Order shall have become a Final Order (as defined in this paragraph); provided, however, that this condition may be waived in writing by the parties. “Final Order” shall mean an order or judgment of the Bankruptcy Court (a) which is not the subject of a pending appeal, petition for certiorari, or other proceeding for review, rehearing or reargument accompanied by a stay of the transactions contemplated hereby, (b) which has not been reversed, stayed, modified, or amended and (c) respecting which the time to appeal from or petition for certiorari or to seek review, rehearing or reargument of such order shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Bankruptcy Rules and other applicable law, and there shall not be in effect any preliminary or permanent injunction, stay or order, or decree or ruling, by a court of competent jurisdiction or by a governmental regulatory or administrative agency preventing performance of the transactions contemplated by this Agreement.
The Sale Order. This Agreement is subject to approval by the Bankruptcy Court. Seller shall use its best efforts to cause the Bankruptcy Court to enter a Sale Order which contains, among other provisions requested by Purchaser, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of law to be made by the Bankruptcy Court as part of the Sale Order):
The Sale Order. The terms of the Sale Order control, however, by way of summary, the terms of the Sale Order provides, among other things, that
