Bankruptcy Condition. The Sale Order (i) shall have been entered by the Bankruptcy Court, and (ii) shall not have been appealed or be subject to any pending appeal as of the Closing Date, and no stay with respect thereto (including any stay under Bankruptcy Rule 6004(g)) shall be in effect as of the Closing Date.
Bankruptcy Condition. The Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order which has not been vacated, reversed, modified, rescinded or stayed as of the Closing Date.
Bankruptcy Condition. The obligations of Buyer and Seller under this Agreement are subject to the satisfaction or waiver by Buyer or Seller, as applicable, of the following conditions precedent on or before the Closing:
(a) Seller shall have filed a motion or motions for approval under Sections 363 and 365 of the Bankruptcy Code of (1) the sale of the Assets and assumption and assignment of the Assigned Contracts and assumption of the Assumed Liabilities pursuant to the terms of this Agreement and the transactions hereunder (the “Transaction”); (2) the sale of the Assets to Buyer free and clear of liens, claims and interests, to the fullest extent possible under Section 363(f) of the Bankruptcy Code; and (3) the form of this Agreement;
(b) The Bankruptcy Court shall have entered the Sale Order, a form of which is attached hereto as Exhibit A (the “Sale Order”) and is approved by the Parties, which Sale Order must be final and non-appealable and shall include a finding that Xxxxx has purchased the Assets in “good faith” within the meaning of Bankruptcy Code Section 363(m); and
(c) No court order by the Bankruptcy Court shall have been entered in any action or proceeding instituted by any person that enjoins, restrains, or prohibits the consummation of the transactions contemplated hereby.
Bankruptcy Condition. Each of the Sale Order and the Bidding Procedures Order shall have been entered on the Bankruptcy Court's docket by the Clerk of the Bankruptcy Court and shall not have been stayed, reversed, modified, or subject to any stay, reversal or modification.
Bankruptcy Condition. The Sale Order shall have been entered on the docket by the Clerk of the Bankruptcy Court.
Bankruptcy Condition. The Sale Order shall have been entered in the Chapter 11 cases, shall not have been vacated, modified or amended, shall not be stayed as of the Closing Date and shall have approved the sale of the Business and the Acquired Assets to Purchasers free and clear of all Liens (other than Permitted Acquired Asset Liens) pursuant to Section 363(f) of the Bankruptcy Code.
Bankruptcy Condition. (a) The Bidding Procedures Order shall have been entered on the docket by the Clerk of the Bankruptcy Court on or about December 15, 2006. The Sale Order shall have been entered on the docket by the Clerk of the Bankruptcy Court as soon as practicable thereafter and no later than January 22, 2007 and shall have become a Final Order.
(b) The Sale Order shall approve and authorize the assumption and assignment of the Assumed Executory Contracts and the Assumed Executory Contracts shall have been actually assumed and assigned to Purchaser such that the Assumed Executory Contracts will be in full force and effect from and after the Closing with non-debtor parties being barred and enjoined from asserting against Purchaser, among other things, defaults, breaches or claims of pecuniary losses existing as of the Closing or by reason of the Closing.
(c) The Bidding Procedures Order shall provide:
(i) If the transactions contemplated hereby are not consummated for any reason other than the material breach by Purchaser of this Agreement or a termination pursuant to Section 11.1(a), Sellers shall immediately pay (in cash) to Purchaser an amount equal to the reasonable costs and out-of-pocket expenses incurred by Purchaser in connection with its legal, environmental, accounting and business due diligence and the preparation and negotiation of this Agreement up to a maximum aggregate amount of $400,000 (the “Expense Reimbursement”) (with Sellers being jointly and severally liable for such payment);
(ii) In addition to the Expense Reimbursement, upon the first to occur of (i) the date any Seller consummates an Acquisition Proposal or (ii) the date any Seller consummates a plan under the Bankruptcy Code, Sellers shall immediately pay (in cash) to Purchaser, a breakup fee equal to $930,000 (the “Breakup Fee”) with Sellers being jointly and severally liable for such payment); provided, however, that the Breakup Fee shall not be payable to Purchaser if a No Fee Event shall have occurred;
(iii) That Sellers are authorized without further Bankruptcy Court action to pay any amounts that become due and payable to Purchaser pursuant to this Agreement (including, without limitation, the Breakup Fee and Expense Reimbursement) and that pursuant to section 364(c)(1) of the Bankruptcy Code, Purchaser shall have a super-priority administrative expense priority claim payable out of Sellers’ cash or other collateral securing Sellers’ obligations (which shall be senior to any and all clai...
Bankruptcy Condition. The Sale Order shall have been entered by the Bankruptcy Court, and shall be a Final Order, provided, however, that if the Sale Order shall have been appealed from, Purchaser agrees to consummate the sale notwithstanding the pendency of such appeal, but only if no stay of the Sale Order shall be in effect.
Bankruptcy Condition. 59 9.4 Payment........................................................................................59 9.5
Bankruptcy Condition. The Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Sellers from consummating the transactions contemplated herein if Sellers, in their sole discretion, waive the requirement that the Sale Order shall have become a Final Order. No notice of such waiver of this or any other condition to the Initial Closing need be given except to Purchaser, it being the intention of the parties hereto that Sellers shall be entitled to, and are not waiving, the mootness doctrine and any similar statute or body of law if the Initial Closing occurs in the absence of the Sale Order becoming a Final Order.
