Bankruptcy Conditions Sample Clauses

Bankruptcy Conditions. The 363 Order and 365 Order shall have been entered by the Bankruptcy Court. Any motion for rehearing or reconsideration of the 363 Order or 365 Order shall have been denied or withdrawn.
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Bankruptcy Conditions. (a) The 363 Order and 365 Order shall have been entered by the Bankruptcy Court. Any motion for rehearing or reconsideration of the 363 Order or 365 Order shall have been denied or withdrawn. The time allowed for appeals of the 363 Order or 365 Order shall have expired without any appeal having been taken or, if the 363 Order or 365 Order shall have been appealed, no stay shall be in effect. (b) Nothing in this Section 7.6, or any other section of this Agreement, shall preclude Sellers or Purchaser from consummating the transactions contemplated herein if Purchaser, in its sole discretion, waives the requirement that the 363 Order, 365 Order or any other order be final orders. No notice of such waiver of this or any other condition to Closing need be given except to Sellers or Purchaser, as explicitly required in this Agreement, it being the intention of the parties hereto that Purchaser shall be entitled to, and is not waiving, the protection of section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of final orders. (c) The rejection of the Contracts (other than Contracts with Employees) designated by Purchaser to Sellers within 15 days hereof shall have been approved by the Bankruptcy Court pursuant to section 365 of the Bankruptcy Code and an order approving such rejection in form and substance acceptable to Purchaser shall have been entered. Any motion for rehearing or reconsideration of such order shall have been denied or withdrawn. The time allowed for appeals of such order shall have expired without any appeal having been taken or, if appealed, no stay shall be in effect. It is hereby understood that the potential Liabilities arising from any such rejection of any Contracts shall not be taken into account when determining whether a Material Adverse Change or a Material Adverse Effect on Fox Corp and the Subsidiaries has occurred or exists, as the case may be.
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Bankruptcy Conditions. (a) The 363 Order and 365 Order shall have been entered by the Bankruptcy Court in accordance with this Agreement and otherwise reasonably acceptable to Purchaser. Any motion for rehearing or reconsideration of the 363 Order or 365 Order shall have been denied or withdrawn. (b) Nothing in this Section 8.3, or any other section of this Agreement, shall preclude Seller or Purchaser from consummating the transactions contemplated herein if Seller and Purchaser, in their sole discretion, jointly waive the requirement that the 363 Order, 365 Order or any other order be final orders. No notice of such waiver of this or any other condition to Closing need be given except to Seller or Purchaser, as explicitly required in this Agreement, it being the intention of the parties hereto that Purchaser shall be entitled to, and is not waiving, the protection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of final orders.
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Bankruptcy Conditions. (i) The Confirmation Order, approving this Agreement and the other Transaction Documents, authorizing Apex and Service Company to enter into and perform their respective obligations hereunder and under the other Transaction Documents, assign their right, title and interest in this Agreement to Reorganized Apex and containing the general releases contemplated hereunder, in form and substance, reasonably satisfactory to Sumitomo, shall have been entered on the Bankruptcy Court’s docket by the Clerk of the Bankruptcy Court and such order shall have become a Final Order and (ii) the conditions precedent to the occurrence of the effective date of the Plan shall have occurred.
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Bankruptcy Conditions. (A) The Interim Order shall have been entered by the Bankruptcy Court in form and substance satisfactory to the Agent,approving the transactions contemplated hereby and granting a first priority perfected Lien and security interest in the Collateral subject only to the Carve-Out Expenses up to the Carve-Out Amount; (B) The Borrowers shall have obtained appropriate orders from the Bankruptcy Court approving and ratifying the continued use of the cash management system used by the Borrowers and described in the Pre-Petition Loan Agreement and this Agreement (including account number 3752211759 maintained at Bank of America, N.A., to the extent not a component of the cash management system described in the Pre-Petition Loan Agreement); and (C) The "first day" orders described on Schedule 5.1 in form and substance satisfactory to the Agent shall have been entered in the Chapter11 Cases and the Agent shall have received copies of such orders (including a certified copy of the Interim Order).
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Bankruptcy Conditions. (i) The Sale Order, in form and substance reasonably satisfactory to the Purchaser, incorporating the terms of this Agreement, shall be in full force and effect and shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Purchaser (which consent may be withheld in its sole discretion) (i) authorizing and approving the transactions contemplated by this Agreement, including (X) the sale of the Assets free and clear of all liens, claims and encumbrances pursuant to section 363(f) of the Bankruptcy Code other than any liens, claims or encumbrances permitted by this Agreement, and (Y) the assumption and assignment to the Purchaser pursuant to section 365 of the Bankruptcy Code all of the Contracts, (ii) finding that the Purchaser is entitled to the protections afforded under section 363(m) of the Bankruptcy Code and granting such protection to the fullest extent under section 363(m) of the Bankruptcy Code, and (iii) enjoining all persons from asserting any claims which they have, or may have, against any of the Sellers, against the Purchaser (other than any such claims expressly assumed by the Purchaser) based upon successor liability or any other legal theories; and (ii) A Final Cash Collateral Order must be entered in the Bankruptcy Cases, in form and substance reasonably satisfactory to the Purchaser, incorporating a budget for the use of Cash Collateral that has been approved by the Purchaser in its sole discretion (the “Final Cash Collateral Order”). There shall exist no default or event of default under this Agreement or under the Interim Cash Collateral Order or Final Cash Collateral Order, unless any such defaults and/or events of default are waived by AIX, agreed to by the parties, or abrogated by the Court.
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Bankruptcy Conditions. Each of the following shall have occurred: 3.3.8.1 All the procedures to obtain approval of the sale by the Bankruptcy Court pursuant to this Agreement shall have been complied with by Seller and the Asset Holding Companies and any other Debtor as necessary in the Bankruptcy Cases. Without limiting the foregoing, Seller, the Asset Holding Companies and any other necessary Debtor shall have obtained and provided to Buyer copies of evidence of the release of the DIP Liens on the assets and Equity Interests of any Project Company encumbered by the DIP Liens and the approval of the Bankruptcy Court, to the extent necessary, for the release of the DIP Liens on all such assets and Equity Interests.
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Bankruptcy Conditions. Purchaser understands that this Agreement must be submitted to and approved by the Bankruptcy Court as a 363 Sale under applicable provisions of the Bankruptcy Code by Order before settlement actually occurs. Purchaser further understands that approval of this sale can only be obtained upon Notice to Creditors and Parties-in-Interest which will disclose the terms of the offer including price which becomes public knowledge upon filing; and (a) Purchaser further understands under applicable provisions of the Bankruptcy Code that this Agreement may be topped by a higher and better third-party offer. Debtor agrees not to submit to the Bankruptcy Court for approval any subsequent offer, which does not exceed THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000.00). LPPAC further understands that if it is the successful purchaser in excess of $325,000.00 it shall not receive a “break-up fee” as hereinafter provided; and (b) In the event that the Debtor consummates a sale of the Purchased Assets for more than $325,000.00 to a third party, Debtor agrees to pay Purchaser the sum of $15,000.00 as a “break-up fee” for the time and money invested in submitting this Agreement, in addition to return of any deposit amounts provided to Debtor.
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Bankruptcy Conditions. The 363 Order and 365 Order shall have been entered by the Bankruptcy Court. Any motion for rehearing or reconsideration of the 363 Order or 365 Order shall have been denied or withdrawn. The time allowed for appeals of the 363 Order or 365 Order shall have expired without any appeal having been taken or, if the 363 Order or 365 Order shall have been appealed, no stay shall be in effect.
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Related to Bankruptcy Conditions

  • Emergency Conditions “Emergency Condition” shall mean a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of the Transmission Provider, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the Transmission System, the Transmission Owner’s Interconnection Facilities or the Transmission Systems of others to which the Transmission System is directly connected; or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Small Generating Facility or the Interconnection Customer’s Interconnection Facilities. Under Emergency Conditions, the Transmission Owner may immediately suspend interconnection service and temporarily disconnect the Small Generating Facility. The Transmission Provider shall notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer’s operation of the Small Generating Facility. The Interconnection Customer shall notify the Transmission Provider promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Transmission Owner’s Transmission System or other Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of both Parties’ facilities and operations, its anticipated duration, and the necessary corrective action.

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • ELIGIBILITY CONDITIONS The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after _______________________.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. The Vendor shall provide timely and accurate customer support to TIPS Members. Vendors shall respond to such requests within one (1) working day after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless training is a line item sold or packaged and must be purchased with product.)

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

  • Property Condition Seller agrees to maintain the Property in its current condition, subject to ordinary wear and tear, from the time this Agreement comes into effect until the Closing. Buyer recognizes that the Seller, along with any licensed real estate agent(s) involved in this transaction, make no claims as to the validity of any property disclosure information. Buyer is required to perform their own inspections, tests, and investigations to verify any information provided by the Seller. Afterward, the Buyer shall submit copies of all tests and reports to the Seller at no cost.

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