Bankruptcy Court Action Sample Clauses

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in Section 9.4.2 below and the Approval Order shall be a final order which has not have been reversed, modified, rescinded, or stayed as of the Closing Date.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 all other provisions of this Agreement, the Bankruptcy Court shall have entered the Approval Order in accordance with Section 5.4(b) 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satisfactory to the Buyer, and the Approval Order shall be a final order which has not been reversed, modified, rescinded, or stayed as of the Closing Date, and either (i) the time to appeal the Approval Order has expired and the Approval Order is no longer subject to appeal or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 Contractual Obligations to be assumed by the Buyer, whose consent is required, shall have consented to the assumption and assignment thereof to the Buyer (or its designee) under this Agreement (or any objection to the assumption and assignment thereof to the Buyer (or its designee) has been overruled and any appeal from the Approval Order relating to such assumption and assignment is expressly limited solely to the issue of the cure amount payable with respect to such Contractual Obligation and is not otherwise an objection to or appeal of the fundamental issue of whether the assumption and assignment thereof may be made to the Buyer (or its designee) under this Agreement).
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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. (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
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
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. Section 9.2 Public Announcements. Section 9.3 Notice of Sale.
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Related to Bankruptcy Court Action

  • Bankruptcy Court Matters Promptly, copies of all pleadings, motions, applications, and other documents filed by any Credit Party with the Bankruptcy Court or distributed by any Credit Party to the office of the United States Trustee or to any official committee of creditors or interest holders.

  • Bankruptcy Court Approval (a) Promptly after the date hereof, CTC shall file the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are material.

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the joinder and consent of the Agent and the Borrower.

  • Court Actions (a) In the event that either Party, after complying with the provisions set forth in Section 8.02, desires to commence an Action, such Party may submit the dispute, controversy or claim (or such series of related disputes, controversies or claims) to any court of competent jurisdiction.

  • Court Approval No later than the fifth business day after the Effective Date, Purchaser shall file an action (“Action”) against Company in the Superior Court of the State of California for the County of Los Angeles (the “Court”) for collection of the Claim. Purchaser shall seek to settle the Action on terms acceptable to Purchaser in its sole discretion and, by appropriate motion or other pleading, shall seek approval from the Court of such settlement in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, 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) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • 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 attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • No Court Order There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Statute, the Financing Order, the Securitization Property or the Securitization Charges or any rights arising under any of them or that seeks to enjoin the performance of any obligations under the Financing Order.

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