Bankruptcy Court Action Sample Clauses

Bankruptcy Court Action. The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 9.4.1 below and all other provisions of this Agreement, the Bankruptcy Court shall have entered the Approval Order in accordance with Section 9.4.2 below and all other provisions of this Agreement, the Procedure Order and the Approval Order shall be in a form and substance reasonably satisfactory to the Buyer, and the Approval Order shall be a final order which has not been reversed, modified, rescinded, or stayed as of the Closing Date, and either (i) the time to appeal the Approval Order has expired and the Approval Order is no longer subject to appeal or further judicial review, or (ii) the Approval Order makes an express finding that Buyer is a good faith purchaser entitled to the benefits of Section 363(m) of the Bankruptcy Code and each party to the Real Property Lease and Related Agreements and each party to the Other Leases and Contracts listed in EXHIBIT 3.6 have consented to the assumption and assignment thereof to Buyer under this Agreement (or any objection to the assumption and assignment thereof to Buyer and any appeal from the Approval Order relating to such assumption and assignment is expressly limited solely to the issue of the cure amount and is not otherwise an objection to or appeal of the fundamental issue of whether the assumption and assignment thereof may be made to Buyer under this Agreement).
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Bankruptcy Court Action. The Bankruptcy Court shall have entered the Procedure Order (as defined hereinafter) in accordance with Section 9.4.1 below and the Approval Order (as defined hereinafter) as contemplated by and defined in Section 9.4.2 below and the Approval Order shall be a final order which has not have been reversed, modified, rescinded, or stayed as of the Closing Date.
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Bankruptcy Court Action. The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 5.4(a) and the Approval Order as contemplated by Section 5.4(b), and the Approval Order shall not be subject to a stay pending appeal.
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Bankruptcy Court Action. On or prior to the Closing Date (A) the Bankruptcy Court of the Northern District of New York (the "Bankruptcy Court"), which currently has jurisdiction over the bankruptcy estate of The Xxxxxxx Funding Group, Inc., Xxxxxxx Management and Development Corporation and certain other related entities (the "Estate"), shall not have taken any action to assert jurisdiction over or otherwise impede the Merger or the other transactions contemplated hereby or (B) neither the Official Creditors Committee of the Estate nor any other Person shall have asserted in writing to the Estate or the Bankruptcy Court that such court's approval is required with respect to the Merger or the other transactions contemplated hereby.
Sample 1
Bankruptcy Court Action. In addition to the other conditions set forth in Article 6 (with respect to Buyer) and Article 7 (with respect to the Sellers), the Buyer, Parent and the Sellers acknowledge and agree that the Buyer's obligation to purchase, and the Sellers' obligation to sell, the Purchased Assets, is subject to the entry of the Procedure Order by the Bankruptcy Court on or before November 18, 2003 (unless extended by the Buyer in its sole discretion) and the entry of the Approval Order by the Bankruptcy Court on or before December 12, 2003 (unless extended by the Buyer in its sole discretion).
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Bankruptcy Court Action. (a) The Bankruptcy Court shall have entered the Approval Order in conformance with the provisions of this Agreement; (b) the Bidding Procedures Order, the Plan (if the transactions contemplated by this Agreement are effected by way of a Plan) and the Approval Order shall be in a form and substance reasonably satisfactory to the Buyers; and (c) the Approval Order shall be a final order which has not been reversed, modified, rescinded, or stayed, and for which the time to appeal the Approval Order has expired and the Approval Order is no longer subject to appeal or further judicial review.
Sample 1
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Bankruptcy Court Action. The Bankruptcy Court shall have entered the Approval Order in the form annexed hereto as Exhibit G (the "Approval Order"). The Approval Order shall (i) approve the sale of the Acquired Assets to the Buyer on the terms and conditions set forth in this Agreement and authorize the Selling Parties to proceed with this transaction, (ii) include a specific finding that the Buyer is a good faith purchaser of the Acquired Assets, (iii) state that the sale of the Acquired Assets to the Buyer shall be free and clear of all Liens (except only for Assumed Liabilities as and to the extent expressly provided in this Agreement), (iv) provide for a waiver of the stays contemplated by Bankruptcy Rules 6004(g) and 6006(e), (v) approve the Seller's assumption and assignment to the Buyer and provide for the Buyer to be able to re-assign, license and/or sublicense to either Random House, Inc. and/or Classic pursuant to Section 365 of the Bankruptcy Code or otherwise of all of the Contractual Obligations included in the Acquired Assets, find void and unenforceable any provision which prohibits, restricts or conditions the assignment of any of the Contractual Obligations included in the Acquired Assets and/or the reassignment, license or sublicense of any rights under the Contractual Obligations as between Random House, Inc. and Classic, and find that the time to assume such Contractual Obligations has not expired and that such Contractual Obligations are in full force and effect and free from default (other than for cure amounts), and (vi) shall not impose upon the Buyer any financial obligation to provide "adequate assurances" (as such term is used in Section 365 of the Bankruptcy Code) to any person in respect of any Contractual Obligation assigned pursuant to this Agreement. The Approval Order shall be in a form and substance reasonably satisfactory to the Buyer, and the Approval Order shall be a final order which is not subject to any appeal and/or which has not been reversed, modified, rescinded, or stayed as of the Closing Date, and either (i) the time to appeal the Approval Order has expired and the Approval Order is no longer subject to appeal or further judicial review, or (ii) the Approval Order makes an express finding that Buyer is a good faith purchaser entitled to the benefits of Section 363(m) of the Bankruptcy Code, and each party to the Contractual Obligations listed in the exhibit to the agreement referenced in Section 6.1(d) of the Disclosure Schedule shall h...
Sample 1

Related to Bankruptcy Court Action

  • Bankruptcy Court Approval (a) The Debtors shall file the Bid Procedures Motion with the Bankruptcy Court no later than two (2) Business Days after the commencement of the Chapter 11 Cases (the “Petition Date”). (b) The Parties shall use their respective commercially reasonable efforts to have (i) the Bankruptcy Court enter the Bid Procedures Order as promptly as practicable after the filing of the Bid Procedures Motion and (ii) the Bankruptcy Court enter the Sale Order as promptly as practicable after the completion of the Auction but, in any event, in each case in compliance with the Milestones. Debtors and Buyer shall cooperate in good faith to obtain the Bankruptcy Court’s entry of the Bid Procedures Order, the Sale Order, and any other Order reasonably necessary in connection with the transactions contemplated by this Agreement, including furnishing affidavits, nonconfidential financial information, or other documents or information for filing with the Bankruptcy Court and making such advisors of Debtors and Buyer and their respective Affiliates available to testify before the Bankruptcy Court for the purposes of, among other things, providing adequate assurances of performance by Buyer as required under Section 365 of the Bankruptcy Code, and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining entry of the Bid Procedures Order, the Sale Order, and any other Order reasonably necessary, consistent with the above. (c) The Debtors shall give notice under the Bankruptcy Code and the Bankruptcy Rules of the request for the relief specified in the Bid Procedures and Sale Motion to all Persons entitled to such notice, including all Persons that have asserted Encumbrances on the Purchased Assets and all non-debtor parties to the Assumed Contracts, and other appropriate notice as required by the Bankruptcy Rules and the local rules of the Bankruptcy Court, including such additional notice as the Bankruptcy Court shall direct or as Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. Debtors shall be responsible for making all appropriate filings relating to this Agreement with the Bankruptcy Court, and shall use commercially reasonable efforts to submit such filings to Buyer no less than two Business Days prior to their filing with the Bankruptcy Court for Buyer’s prior review and comment, which comments the Debtors shall consider and attempt to incorporate in good faith, in consultation with Buyer. (d) In the event the entry of the Bid Procedures Order, the Sale Order or any other Orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such Order), Debtors shall use commercially reasonable efforts to defend such appeal. (e) The Debtors and Buyer acknowledge that this Agreement and the transactions contemplated hereby are subject to (i) entry of, as applicable, the Bid Procedures Order and the Sale Order and (ii) the consideration by the Debtors and Seller of higher or better competing bids (whether through any and all types of consideration, including, without limitation, cash, assumed liabilities or credit bid) in respect of a sale, reorganization, or other disposition of the Debtors or Seller, the Business or the Purchased Assets. In the event of any discrepancy between this Agreement and the Bid Procedures Order and the Sale Order, the Bid Procedures Order and the Sale Order shall govern; provided, however, that nothing in this Section ‎‎‎7.08(e) shall limit the rights of Buyer hereunder in the event that any Bid Procedures Order or any Sale Order does not comply with the terms of this Agreement. (f) During the period commencing on the date hereof and ending on the earlier of (i) the date of entry of the Bid Procedures Order or (ii) the date this Agreement is terminated as provided in Article 10, Seller will not, nor will it permit any of its Affiliates or anyone acting on behalf of any of them to, solicit, negotiate or enter into any discussions or negotiations with any Person (other than Buyer or its representatives) in connection with any Alternative Transaction; provided that Seller shall be permitted to furnish or cause to be furnished to any Person any information concerning the Purchased Assets or the Business. Seller shall, immediately upon the execution of this Agreement, cease any and all ongoing discussions with any other potential purchaser of all or any portion of the Purchased Assets and/or the Business and shall cause its representatives and Affiliates and their respective representatives to do the same. Notwithstanding anything to the contrary herein, from the date of entry of the Bid Procedures Order and until the transactions contemplated hereby are consummated, Buyer agrees and acknowledges that Seller, Debtors and their Affiliates, including through their representatives, are and may continue soliciting and/or responding to inquiries, proposals or offers from third parties in connection with any Alternative Transaction, including, without limitation, inquiries, proposals or offers related to the Purchased Assets, and may facilitate (and perform any and all other acts related thereto), including, without limitation, furnishing any information (subject to entering into a customary confidentiality agreement) with respect to, any effort or attempt by any Person to seek to do any of the foregoing in connection with an Alternative Transaction. Seller shall promptly notify Buyer of receipt by Debtors or any of their representatives of any such inquiries, proposals or offers; provided that, as to any inquiries, proposals or offers received prior to entry of the Bid Procedures Order, Seller shall provide Buyer with a copy of any such inquiries, proposals or offers within two (2) Business Days of receipt by the Debtors or their representatives. (g) The Sale Order shall, among other things, (i) approve, pursuant to sections 105, 363, and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Seller of this Agreement, (B) the sale of the Purchased Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Debtors of their respective obligations under this Agreement; (ii) authorize and empower Seller to assume and assign to Buyer the Assumed Contracts; (iii) find that Buyer is a “good faith” buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code; (iv) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of Seller arising under or related to the Purchased Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, successor, or transferee Liability, labor law, de facto merger, or substantial continuity; (v) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Assumed Contracts; and (vi) find that Buyer shall have no Liability for any Excluded Liability. (h) Debtors shall comply with the Milestones. (i) If an Auction is conducted, and Buyer is not the Successful Bidder at the Auction but is the next highest bidder after the Successful Bidder at the Auction, Buyer shall serve as a Backup Bidder and keep its bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction) open and irrevocable, notwithstanding any right of Buyer to otherwise terminate this Agreement pursuant to ‎Article 10 hereof, until the earlier of (i) the Backup Bid Expiration Date (as defined in the Bid Procedures) or (ii) the first Business Day after the closing of a transaction with a Successful Bidder for the Purchased Assets that is not Buyer; provided, however, that if prior to the Backup Bid Expiration Date, a Successful Bidder for the Purchased Assets that is not Buyer fails to consummate its transaction as a result of a breach or failure to perform on the part of such Successful Bidder, or because a condition in such Successful Bidder’s purchase agreement cannot otherwise be met, and the purchase agreement with such Successful Bidder is terminated, Buyer (as the Backup Bidder) will be deemed to have the new prevailing bid, and Seller will be authorized, without further order of the Bankruptcy Court, to, and Buyer (as the Backup Bidder) shall, subject to the terms and conditions of this Agreement, consummate the transactions contemplated by this Agreement by the later of (x) ten (10) days of becoming the Successful Bidder and (ii) the Backup Bid Expiration Date, on the terms and conditions set forth in this Agreement (as the same may be improved upon in the Auction).

  • COURT ACTION If a judgment of dissolution of marriage is obtained by either Xxxxxx, the original of this Agreement shall be attached to the judgment. The court shall be requested to do the following: a.) Approve the entire Agreement as fair and equitable; b.) Order the Couple to comply with all of its executory provisions; c.) Merge the provisions relating to child custody and visitation, Child Support, Spousal Support, future acts with respect to property division, attorney fees and costs, and income tax, and only those provisions, into the judgment; and d.) Incorporate the remainder of the Agreement in the judgment for the sole purpose of identification.

  • Court Actions Nothing contained in this Agreement shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding. In addition, either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patent Rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to Section 11.2.

  • Court Approval This Agreement is subject to approval of the courts with respect to participating carriers in the hands of receivers or trustees.

  • Final Order This Consent Agreement and Final Order, as agreed to by the parties, shall become effective immediately upon filing with the Regional Hearing Clerk. This Final Order concludes this proceeding pursuant to 40 C.F.R. §§ 22.18 and 22.31. IT IS SO ORDERED. XXX XXXXX Digitally signed by XXX XXXXX Date: 2022.04.14 09:47:24 -05'00' Xxx X. Xxxxx Regional Judicial Officer United States Environmental Protection Agency Region 5 In the Matter of: Ag Partners Cooperative Docket Number: FIFRA-05-2022-0006

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

  • Bankruptcy Proceedings The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Bankruptcy Code Title 11 of the United States Code, as the same may be amended from time to time.

  • Interim Order As soon as reasonably practicable after the date of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

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