Bankruptcy Actions. Promptly following the date hereof, the Sellers shall file with the Bankruptcy Court a form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code in form and substance acceptable to the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing of the Contemplated Transactions may take place within 10 days of the entry of the Sale Order, (w) authorizing, directing and approving the sale of the Assets to the Purchaser pursuant to this Agreement, the assumption, cure by Sellers and assignment to Purchaser of the Assumed Contracts (including the Real Property Leases) and the entering into of the Time Brokerage Agreement by the Sellers, (x) approving the terms of this Agreement and the terms of the Time Brokerage Agreement, (y) providing that the Common Stock shall only be permitted to be transferred to creditors of the Sellers in accordance with the requirements of Section 1.6(a); and (z) making the following findings: (i) the Bankruptcy Court has "core" jurisdiction over the Chapter 11 Case; (ii) due and proper notice of the sale of the Assets and to the Purchaser has been given to all parties entitled thereto in accordance with all applicable provisions of the Bankruptcy Code, any rules thereunder and orders of the Bankruptcy Court; (iii) that the Bankruptcy Administrative Officer has complied with all requirements imposed on it by any order of the Bankruptcy Court relating to the sale of the Assets (iv)the Assets are property of Sellers' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the power to convey the property to the Purchaser; (v) for each Encumbrance on the Assets and that does not constitute a Permitted Encumbrance or an Assumed Liability, a subsection of Section 363(f) of the Bankruptcy Code applies, and, upon consummation of the transactions contemplated by this Agreement, the Assets will be sold to the Purchaser free and clear of such Encumbrances; (vi) the Assets have been reasonably marketed, and the offer of the Purchaser is the best offer received by the Sellers' estate and, accordingly, it is in the best interest of the Sellers' estate and its creditors that the sale of the Assets to the Purchaser be approved; (vii) that each Assumed Contract (including each Real Property Lease) has been assumed by Sellers, the cure claims r...
Bankruptcy Actions. The Company and the Union shall take the following actions to seek the approval of this Letter of Agreement by the bankruptcy court in In Re UAL Corporation et al., Case No. 02-B-48191 (Bankr. N.D. Ill.) (the "Bankruptcy Cases"):
Bankruptcy Actions. (a) [RESERVED].
Bankruptcy Actions. No later than five (5) Business Days after the date hereof, Seller will file a motion with an attached proposed order, reasonably acceptable to Seller and Purchaser, seeking approval of the terms of this Agreement.
Bankruptcy Actions. (a) Prior to or within five (5) Business Days after the execution of this Agreement, the Seller shall file with the Bankruptcy Court a motion (the “Sale Motion”) seeking, among other things, entry of (i) an order approving (A) the bidding protections described and/or set forth in Section 7.2 of this Agreement or otherwise set forth in the Sale Motion, and (B) certain bidding procedures for alternative offers for the Shares and Purchased Assets, which proposed order shall be substantially in the form of Exhibit K hereto (the “Bidding Procedures Order”), and (ii) an order approving this Agreement and the transactions contemplated thereby (including the sale of the Purchased Assets to the Purchaser free and clear of all Encumbrances) should the purchase offer made by this Agreement constitute the highest and best offer for the Shares and Purchased Assets pursuant to the Bidding Procedures Order, which order shall be substantially in the form of Exhibit L hereto (the “Approval Order”); provided, however, that the Bidding Procedures Order and the Approval Order may include changes and amendments as agreed to by the Seller and the Purchaser.
Bankruptcy Actions. No Loan Party shall seek, consent to, or permit to exist, without the prior written consent of the Administrative Agent, any order granting authority to take any action that is prohibited by the terms of this Agreement, the Final Order or the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Final Order or any of the other Loan Documents.
Bankruptcy Actions. Buyer acknowledges that it or the relevant Designated Buyers, as applicable, must provide adequate assurance of future performance under the Assumed Contracts and the Assumed Leases and agrees that it shall, and shall cause its Affiliates to, cooperate with the Sellers in connection with furnishing information or documents to the Sellers to satisfy the requirements of section 365(f)(2)(B) of the Bankruptcy Code.
Bankruptcy Actions. Guarantor covenants and agrees that it will not at any time institute any Bankruptcy Action against Borrower, or join in the institution of any Bankruptcy Action against Borrower. Upon the commencement of any Bankruptcy Action by or against Borrower, Guarantor shall not seek or cause Borrower to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. §105 or any other provision of the Bankruptcy Code or any other Creditors Rights Law, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor by virtue of this Agreement or otherwise.
Bankruptcy Actions. (a) The bidding procedures to be employed with respect to this Agreement shall be those reflected in the Bidding Procedures Order. Xxxxx agrees and acknowledges that Sellers, including through their representatives, are and may continue soliciting inquiries, proposals or offers from third parties in connection with any Alternative Transaction pursuant to the terms of the Bidding Procedures Order.
Bankruptcy Actions. (a) Within three (3) days following the execution of this Agreement, the Seller shall file or cause to be filed (such filing date referred to as the "363/365 Filing Date") with the Bankruptcy Court, the Section 363/365 Motion and all necessary supporting papers, seeking, inter alia, (i) entry of an order substantially in the form of Exhibit D hereto approving the terms of Section 5.2 of this Agreement, including, without limitation the procedures relating to alternative offers and the payment of the Termination Fee and Expense Reimbursement (the "Bidding Procedures Order"), and (ii) entry of the Section 363/365 Order substantially in the form of Exhibit E hereto, approving this Agreement, the Seller's performance hereunder, and the sale of the Acquired Assets and assumption of the Assumed Liabilities, free and clear of all liens, claims (as defined by Section 101(5) of the Bankruptcy Code), interests, and encumbrances (except for Permitted Exceptions).
