Bankruptcy Actions. (a) The Company shall pursue diligently the entry of the Sale Order. Purchaser shall promptly take all actions as are reasonably requested by the Company to assist in obtaining the Bankruptcy Court’s entry of the Sale Order and any other Order reasonably necessary in connection with the transactions contemplated by this Agreement as promptly as practicable, including furnishing affidavits, financial information, or other documents or information for filing with the Bankruptcy Court and making such employees and Advisors of Purchaser and its Affiliates available to testify before the Bankruptcy Court for the purposes of, among other things providing necessary assurances of performance by Purchaser under this Agreement and the Plan, and demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, as well as demonstrating Purchaser’s ability to pay and perform or otherwise satisfy any Assumed Liabilities following the Closing. In the event that the entry of the Sale Order is appealed or a stay pending appeal is sought, the Company shall oppose the appeal or the stay pending appeal and seek the dismissal of any appeal (including a petition for certiorari, motion for rehearing, re-argument, reconsideration or revocation). Notwithstanding the foregoing, any resulting changes to this Agreement or any other agreement or document contemplated hereby or resulting changes to the Plan or the Sale Order shall be subject to the approval of Purchaser in its discretion.
(b) The Company has, pursuant to the Bidding Procedures Order, received the applicable consent to provide the following Bid Protections to the Purchaser:
(i) a break-up fee payable to Purchaser upon and pursuant to the events set forth in the Bidding Procedures Order in an amount equal to $400,000 (the “Break-Up Fee”); and
(ii) documented expense reimbursement payable to Purchaser upon and pursuant to the events set forth in the Bidding Procedures Order, not to exceed $100,000 (the “Expense Reimbursement”).
(c) As promptly as practicable after the date hereof, and in any event no later than two (2) days after execution of this Agreement, the Company shall file with the Bankruptcy Court a notice that it has selected Purchaser as the Stalking Horse Bidder (as defined in the Bidding Procedures Order).
(d) The Company shall (i) provide Purchaser with drafts of any and all pleadings and proposed orders to be filed or submitted in connection with this Agreement and the tr...
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. (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).
(b) The Seller shall use reasonable best efforts to cause (i) entry of the Bidding Procedures Order on the March 2002 omnibus hearing date scheduled in the Seller's Chapter 11 Case after the execution of this Agreement, but in any event on or before the 25th day after the 363/365 Filing Date and (ii) the entry of the Section 363/365 Order on or before June 20, 2002.
(c) The Seller shall comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code and Federal Rules of Bankruptcy Procedure in connection with obtaining approval of the sale of the Acquired Assets under this Agreement. Notice of the 363/365 Sale Motion, the Sale Hearing and the objection deadline shall be served by the Seller in accordance with Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure, the Bidding Procedures Order or other orders of the Bankruptcy Court, and any applicable local rules of the Bankruptcy Court, on all Persons required to receive notice in the Chapter 11 Case under such orders and rules.
Bankruptcy Actions. (a) Seller shall seek approval of the Confirmation Order. Seller may modify the Confirmation Order pursuant to discussions with the United States Trustee assigned to the Bankruptcy Case, the Bankruptcy Court, any creditor or committee representing a group of creditors in the Bankruptcy Case, or any other party in interest, with such modifications being acceptable to Purchaser in its commercially reasonable discretion.
(b) The bidding procedures to be employed with respect to this Agreement shall be those reflected in the Bidding Procedures Order. Xxxxxxxxx agrees and acknowledges that Seller, including through its Advisors, is 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.
(c) From the date hereof until the earlier of (i) the termination of this Agreement in accordance with Article VIII and (ii) the Closing Date, the Seller Parties shall use their respective commercially reasonable efforts to obtain entry by the Bankruptcy Court of the Confirmation Order.
(d) Purchaser shall promptly take all actions as are reasonably requested by Seller to assist in obtaining the Bankruptcy Court’s entry of the Confirmation Order and any other Order reasonably necessary in connection with the transactions contemplated by this Agreement as promptly as practicable, including furnishing affidavits, financial information, or other documents or information for filing with the Bankruptcy Court and making such employees and Advisors of Purchaser and its Affiliates available to testify before the Bankruptcy Court.
(e) Seller and Purchaser shall (i) appear formally or informally in the Bankruptcy Court if reasonably requested by the other Party or required by the Bankruptcy Court in connection with the transactions contemplated by this Agreement and (ii) keep the other reasonably apprised of the status of material matters related to the Agreement, including, upon reasonable request promptly furnishing the other with copies of notices or other communications received by Seller from the Bankruptcy Court with respect to the transactions contemplated by this Agreement.
(f) If an Auction is conducted, and Purchaser is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Winning Bidder”) but is the next highest bidder at the Auction, Purchaser shall be required to serve as a back-up bidder (the “Back-Up Bidder”) and keep ...
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. (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. 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 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. 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.
