Approval by the Bankruptcy Court. The effectiveness of this Settlement Agreement as to Xxxx and Lear’s obligation to pay the Lear Settlement Amount shall be subject to and contingent upon the entry of a Final Bankruptcy Order authorizing Lear to distribute the Bankruptcy Reserve Settlement Proceeds to the Escrow Account. If no such Final Bankruptcy Order is entered as provided in this paragraph, the Settlement Agreement as to Lear shall be immediately and automatically terminated (excepting paragraphs 13, 23, 28, and 29 hereof), with no further action required by the parties, and all proceedings had in connection therewith shall be null and void, without prejudice to the status quo ante rights of End-Payor Plaintiffs, Settlement Class Members, or Lear, including without limitation for purposes of the Debtors’ Motion for Entry of an Order (A) Enforcing Chapter 11 Plan Discharge and Injunction and (B) Directing Dismissal of Pending Litigation [Docket No. 1660 - Case No. 09-14326 (ALG)] pending before the Bankruptcy Court and all pleadings and proceedings related thereto. In that event, all negotiations and proceedings connected with this Settlement Agreement shall be without prejudice to the rights of any party hereto, shall not be deemed or construed to be an admission by any party of any fact or matter, and shall not be used with respect to Lear in any way in the Actions or in any related actions or proceedings, including without limitation, for the avoidance of doubt, in connection with any assertion by the End-Payor Plaintiffs, on behalf of themselves or the Settlement Class, of any claim (as defined in section 101(5) of the Bankruptcy Code) against the Debtors in their voluntary cases pending before the Bankruptcy Court pursuant to chapter 11 of title 11 of the United States Code, unless Lear and Class Plaintiffs’ Co-Lead Counsel agree in writing to proceed with the settlement as and if modified by the Court. Similarly, if a Final Bankruptcy Order is not entered in connection with Xxxx’x settlements or settlement agreements (or any part thereof) with the putative class plaintiffs in the matters captioned In re Automotive Parts Antitrust Litigation / In re Wire Harness Cases, Case No. 12- CV-101 (“Direct Purchaser Plaintiffs”) and In re Automotive Parts Antitrust Litigation / In re Wire Harness Cases, Case No. 12-CV-102 (“Dealership Plaintiffs”), this Settlement Agreement as to Lear shall be immediately and automatically terminated (excepting paragraphs 13, 23, 28, and 29 hereof), with n...
Approval by the Bankruptcy Court. A Confirmation Order and any other orders by the Bankruptcy Court necessary to confirm the Plan and approve this Agreement, any documents related thereto and the transactions contemplated hereby shall be entered. The foregoing conditions contained in this Section 6.1.2 are intended solely for the benefit of Prosoft and Reorganized Prosoft. Prosoft and Reorganized Prosoft shall at all times have the right to waive any condition. All waivers given by Prosoft or Reorganized Prosoft under this Section 6.1.2 shall be in writing. The waiver by Prosoft or Reorganized Prosoft of any condition shall not relieve any other party of any liability or obligation with respect to any representation, warranty, covenant or agreement set forth herein.
Approval by the Bankruptcy Court. Not later than fifteen (15) days after the Effective Date, NextWave shall file a Motion for Approval of a Compromise of a Controversy pursuant to Federal Rule of Bankruptcy Procedure (“FRBP”) 9019 (the “Settlement Motion”) in the Bankruptcy Proceedings seeking the entry of an order authorizing and directing NextWave to enter into the transactions contemplated in this Agreement on the terms set forth herein, to relinquish any and all claims to the Covered Spectrum and the Designated Licenses, and to return the Designated Licenses to the FCC in exchange for the payments referred to in Section 4 below (such order, the “Bankruptcy Settlement Approval Order”). NextWave agrees to seek the scheduling of a hearing on the Settlement Motion as soon as practicable, consistent with the Bankruptcy Code, after the enactment of the Legislation (but not before such enactment), and to file such other motions and to take such actions in the Bankruptcy Proceedings as may be necessary to effectuate this Agreement.
Approval by the Bankruptcy Court. Approval by the Bankruptcy Court, after notice and hearing, is a condition precedent to either party's obligations under this Agreement, and to the effectiveness of this Agreement. The Company agrees to promptly file and serve a motion authorizing the Company to enter into this Agreement with the Executive following the execution of this Agreement by the parties hereto. The Executive shall have the right to reasonably approve the form of the Bankruptcy Court order approving this Agreement.
Approval by the Bankruptcy Court. The effectiveness of this Agreement is subject to the Bankruptcy Court’s approval of this Agreement by entry of an order, in a form acceptable to Buyer, which approves the sale of, and authorizes the Debtor to enter into this Agreement to sell, the Assets to Buyer or a successful overbidder, free and clear of liens, claims, interests and encumbrances (the “Sale Order”). The Sale Order shall expressly provide that Buyer is a good faith purchaser of the Assets within the meaning of 11 U.S.C. § 363(m) and that Buyer shall not be deemed a successor to the Debtor as a result of its purchase of the Assets.
Approval by the Bankruptcy Court. Promptly after the execution of this Agreement by all signatories, the Trustee will file a motion in the Bankruptcy Case requesting entry of the Bankruptcy Approval Order that approves this Agreement, including granting limited relief from the automatic stay for the purpose of allowing Class Counsel to seek approval of the California District Court Settlement Components (defined in Section 3.2). The Bankruptcy Approval Order shall:
Approval by the Bankruptcy Court. (i) The Bankruptcy Court shall have entered an order, in substantially the form attached hereto as Exhibit 7.1A, with only such changes as have been approved by Lender in its reasonable discretion, approving the terms of this Agreement, the Note and the Security Agreement and any related agreements, and (ii) the Bankruptcy Court shall have entered an order, on terms acceptable to Lender in its reasonable discretion, approving the terms of that certain License Agreement dated as of December 31, 2004 between Intel and the Company.
Approval by the Bankruptcy Court. The Purchaser shall have -------------------------------- received from Novaeon written notice and a certified copy of the Final Order pursuant to which the Bankruptcy Court has: (a) approved the sale of the Assets to the Purchaser free and clear of all liens, claims and encumbrances other than the certain limited liabilities specified in this Agreement.
Approval by the Bankruptcy Court. Novaeon shall have received a -------------------------------- certified copy of the final order pursuant to which the Bankruptcy Court has approved the sale of the Assets to the Purchaser ("Final Order") free and clear of all liens, claims and encumbrances other than the certain limited liabilities specified in this Agreement.
Approval by the Bankruptcy Court. Settlement Motion As soon as practical, the parties to this Agreement shall file a joint motion pursuant to Fed. R. Bankr. P. 9019 seeking bankruptcy court approval of the concessions made by the Palco Debtors in this Agreement (the “Settlement Motion”). Timing The parties shall seek to have the Settlement Motion heard and approved on a parallel track with the MRC/Marathon Plan such that an order approving the Settlement Motion is entered contemporaneously with an order confirming the MRC/Marathon Plan. Support MRC and Marathon agree to use their best efforts to support the Settlement Motion and to have the Settlement Motion approved on the timeline described above.
