Bankruptcy Actions Clause Samples
Bankruptcy Actions. (a) [RESERVED].
(b) Sellers shall, and Sellers shall cause all of their Subsidiaries to, comply with all of the obligations of Sellers under the Sale Procedures Order (after entry of such Order by the Bankruptcy Court) and the Sale Approval Order (after the entry of such Order by the Bankruptcy Court), subject to the final proviso of Section 7.1.
(c) Sellers shall use reasonable efforts to comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code and Bankruptcy Rules in connection with obtaining approval of the transactions contemplated by this Agreement. Sellers shall serve on all required Persons in the Bankruptcy Case, including (i) all Persons who are known to possess or assert a Claim or Lien against or interest in any of the Purchased Assets, (ii) the IRS, (iii) all applicable state attorneys general, and local Government Entities, (iv) all applicable state and local Government Entities with taxing authority, (v) all other Persons required by any order of the Bankruptcy Court, (vi) all parties to Assumed Contracts, and (vii) using its commercially reasonable efforts to serve all third party investor beneficiaries of Assumed Contracts and any other Persons that Purchaser reasonably may request, any notice of the Sale Motion, the Sale Hearing, the Sale Procedures Order, the Sale Approval Order, and all objection deadlines in accordance with all applicable Bankruptcy Rules, the Sale Procedures Order, and any applicable local rules of the Bankruptcy Court.
(d) As provided in the Sale Procedures Order (including the Assumed Contracts Procedures), Sellers shall move or shall have moved to assume and assign to Purchaser (or Purchaser’s designee or designees) the Assumed Contracts that are executory contracts capable of being assumed pursuant to section 365 of the Bankruptcy Code (collectively, the “Assumed Pre-Petition Contracts”) and shall (A) provide notice thereof to (i) all counterparties to such contracts, (ii) any third party beneficiary to such contracts as requested by Purchaser (which third party beneficiaries shall be identified by Sellers using their best efforts), (iii) any other specific and identified Person that Purchaser requests, and (iv) any other Person as may be required by applicable Bankruptcy Rules, the Sale Procedures Order, and any applicable local rules of the Bankruptcy Court and any other Person requested by Sellers; and (B) use their commercially reasonable efforts t...
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"):
a. the Company shall file a motion for approval of the Letter of Agreement under 11 U.S.C. § 363, in form and substance reasonably acceptable to the Union, by no later than May 31, 2005;
b. the Company shall provide, to the extent reasonably practicable, the Union's counsel with copies of, and a reasonable opportunity to comment on, all motions, applications, proposed orders, pleadings and supporting papers pre- pared by the Company for filing with the bankruptcy court relating to court approval of this Letter of Agreement; and
c. both the Company and the Union shall support and seek the approval of this Letter of Agreement in the Bankruptcy Cases without condition, qualification or exception; shall use their best efforts to obtain the support of the Official Committee of Unsecured Creditors and other parties and stakeholders for the Letter of Agreement; and shall take every reasonable action necessary to obtain judicial approval of this Letter of Agreement in the Bankruptcy Cases without condition, qualification or exception, including the filing of motions, objections and appeals.
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. Buyer agrees that it shall cooperate with Seller in connection with furnishing information or documents to Seller to satisfy the requirements of adequate assurance of future performance under Section 365(f)(2)(B) of the Bankruptcy Code.
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 Orders or the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Loan Documents.
Bankruptcy Actions. (a) Pursuant to the Order Approving (A) Bidding Procedures and Overbid Protections in Connection with the Sale of Chemtura Corporation’s Polyvinyl Chloride Additives Business and Related Assets, (B) the Form and Manner of Notice of Such Sale, (C) Scheduling an Auction and Sale Hearing and (D) Authorizing the Debtors to Enter Into Enhanced Severance Agreement in Connection with the Sale, dated January 14, 2010 (the “Bidding Procedures Order”), the Seller shall seek 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), which order shall be substantially in the form of Exhibit L hereto (the “Approval Order”); provided, however, that the Approval Order may include changes and amendments as agreed to by the Seller and the Purchaser.
(b) The Purchaser shall use its reasonable best efforts to assist the Seller in obtaining entry of the Approval Order, including providing testimony as required at any hearing before the Bankruptcy Court.
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. 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. Seller has filed or, upon execution hereof, will make with the Bankruptcy Court a motion, pursuant to, among other things, ''363 and 365 of the Bankruptcy Code, seeking approval of the transactions contemplated hereby, subject to entry of higher and better offers, and the proposed Approval Order. Seller and Buyer shall use their reasonable best efforts to cooperate, assist and consult with each other to secure the entry of the Approval Order, and to consummate the transactions contemplated by this Agreement. Buyer shall not file any pleadings or take any position in the Case contrary to the approval of the Approval Order and the consummation of the transactions contemplated hereby unless Seller and Buyer approve such pleading or position. Notwithstanding the preceding sentence, in the event any third party tries to overbid this Agreement or make an offer for the Purchased Assets on different terms and conditions, Buyer reserves the right to compete with such overbid or alternative offer. In the event that any orders of the Bankruptcy Court relating to this Agreement shall be appealed by any Person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), Seller and Buyer will cooperate in taking such steps to diligently defend against such appeal, petition or motion and Seller and Buyer shall use their reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion. The form and content of the motion seeking the Approval Order and the Approval Order shall be reasonably satisfactory to Buyer=s counsel.
Bankruptcy Actions. Seller shall use its commercially reasonable efforts to obtain the entry of the Bidding Procedures Order and the Sale Order on the Bankruptcy Court’s docket. Purchaser covenants and agrees that it shall cooperate with Seller in connection with furnishing information or documents to Seller to satisfy the requirements of adequate assurance of future performance under section 365(f)(2)(B) of the Bankruptcy Code.