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 Dealership 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 Dealership 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-103 (“End-Payor Plaintiffs”), this Settlement Agreement as to Lear shall be immediately and automatically terminated (excepting paragraphs 13, 23, 28, and 29 hereof), with ...
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. 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 and the Company shall take all other measures reasonably necessary to secure approval of this Agreement by the Bankruptcy Court as soon as possible after execution of the Agreement. The Executive shall have the right to reasonably approve the form of the Bankruptcy Court order approving this Agreement.
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. 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.
Approval by the Bankruptcy Court. A copy of the motion seeking approval by the Bankruptcy Court of the settlement set forth in this Agreement (the "Rule 9019 Motion") of certain disputes (including without limitation the NY Litigation and the PA Litigation) with respect to the ownership interest of the Debtors' estates relating to: (i) any directors and officers insurance policies and the proceeds thereof; (ii) the Current Cash and the New Cash; (iii) the NOLs; and (iv) the ss. 847 Refunds, and fixing the Liquidator's allowed claim at $288 million, shall be provided to the Liquidator for her review and written approval prior to the filing of such motion with the Bankruptcy Court. The parties shall use their commercially reasonable efforts to obtain an order approving the Rule 9019 Motion by the Bankruptcy Court on or before August 31, 2003, although no party guarantees, warrants, or represents such order will be entered by said date. The effectiveness of the settlement pursuant to Section 1 shall constitute a settlement of the NY Litigation and the PA Litigation and a termination of the Standstill Agreement under Section 4(e), except as otherwise provided in this Agreement.
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. 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:
3.1.1 Approve the allowance of the Class Priority Claim against ITT in the aggregate amount of $520,000.00 on an “all-in” non-reversionary basis (meaning the amount shall not be increased or reduced based on opt-outs by members of the Settlement Class or any other conditions that could otherwise alter this amount), which allowance shall be a priority claim pursuant to section 507(a)(4) of the Bankruptcy Code (“Allowed Priority Claim”). The Bankruptcy Approval Order will incorporate the proposed allocation of any distributions made on account of the Allowed Priority Claim among the Priority Subclass members (defined below) in the manner set forth below;
3.1.2 Allow the Class Proof of Claim against ITT in the aggregate amount of $4,500,000.00 as a pre-petition general unsecured claim (“Allowed Unsecured Claim”). The Bankruptcy Approval Order will incorporate the proposed allocation of any distributions made on account of the Allowed Unsecured Claim among the Unsecured Subclass members (defined below) in the manner set forth below, provided, however, that any distribution will be conditioned upon notification from the Trustee that there are funds of the Estate of ITT available for distribution on account of the Allowed Unsecured Claim;
3.1.3 Disallow with prejudice all other amounts asserted in the Class Proof of Claim;
3.1.4 Disallow with prejudice the PAGA Proof of Claim pursuant to Bankruptcy Rule 3007(d)(1), as it is duplicative of the Class Proof of Claim;
3.1.5 Disallow with prejudice the Adjunct Instructors’ Proofs of Claim only to the extent such claims encompass the matters asserted in the Class Proof of Claim or the PAGA Proof of Claim, including, but not limited to, the facts alleged in the California Class Action and the grounds for recovery asserted in any of the foregoing. The disallowance of the Adjunct Instructors’ Proofs of Claim shall not apply to that portion of a claim for relief that is not encompassed by the matters asserted in the Class Proof of Claim or PAGA Proof of Claim. Notwithstanding any of the foregoi...
