Common use of Bankruptcy Court Approval of Sale Procedure Clause in Contracts

Bankruptcy Court Approval of Sale Procedure. Promptly following the Execution Date (and in no event later than ten (10) business days thereafter), the Seller will file a motion (the "Sale Procedure Motion") with the Bankruptcy Court requesting the entry of an order (the "Procedure Order"), such Sale Procedure Motion and Procedure Order to be in form and content reasonably satisfactory to Buyer, setting forth the following procedures: (a) fixing the time, date, and location of a hearing (the "Approval Hearing") to approve Seller's consummation of this agreement, (b) establishing a notice period of not less than 20 days or greater than 30 days. (c) fixing the time and date of an auction (the "Auction") to be held at the offices of Xxxxx, Bonacquist & Fox LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX at which higher and better offers may be presented to the Seller, (d) if Seller receives from a third party a higher and better offer at the Auction, and such third party offer is subsequently approved by the Bankruptcy Court and closes as provided by its terms, then Seller will pay to Buyer the Break-up Fee in accordance with Section 5, (e) approves the Expense Reimbursement set forth in Section 5, (f) approves the limitations on liability by Buyer set forth in Sections 2.1.2 and 5.3 in the event this Agreement terminates as a result of a Buyer Default Termination, (g) approves the dispute resolution procedures set forth in Section 3.5.3, (h) provides no prospective purchaser will be permitted to bid at the Auction unless such party has been deemed "financially qualified" by Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital ("HLHZ"), Seller's investment banker, (i) no prospective purchaser who bids for the Property at Auction shall be entitled to purchase the Property unless such prospective purchaser offers to purchase the Property for cash consideration which is at least $1,000,000 greater than the cash consideration set forth in this Agreement and otherwise on terms at least as favorable to the Seller as those set forth in this Agreement, (j) after any initial overbid, all further overbids must be in increments of at least $100,000 (less, in the case of Buyer, the amount of the Break-up Fee), (k) any prospective purchase who submits a bid must include a deposit with the bid equal to $1,500,000, and (l) should overbidding take place, the Buyer shall have the right, but not the obligation, to participate in the overbidding and to be approved as the overbidder at the Approval Hearing based upon any such overbid. Following the filing of the Sale Procedure Motion, the Seller shall use reasonable efforts to obtain the Procedure Order (the date on which the Procedure Order is entered and becomes final is referred to herein as the "Sale Procedure Date").

Bankruptcy Court Approval of Sale Procedure. Promptly following the Execution Date (and in no event later than ten (10) the first business days thereafterday following the fifth day after the Execution Date), the Seller will Sellers shall file a motion (the "“Sale Procedure Motion"”) with the Bankruptcy Court requesting the entry of an order (the "“Procedure Order"), such Sale Procedure Motion and Procedure Order to be ”) in form and content reasonably satisfactory to Buyer, authorizing and directing the Sellers to assume this Agreement and setting forth the following procedures: (ai) fixing the time, date, and location of a hearing (the "“Approval Hearing"”) to approve Seller's consummation of this agreement,Agreement by the Sellers; (bii) establishing a notice period of hearing on the Sale Motion not less later than 20 days or greater than 30 days.January 23, 2004; (ciii) fixing the time and date of an auction (the "“Auction"”) to be held at the offices of XxxxxXxxxxxxx, Bonacquist Xxxxxx & Fox LLPFinger P.A., 000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxx XxxxWilmington, XX at which Delaware 19899, for consideration of qualifying higher and better offers that may be presented to the Seller,Sellers; (div) if Seller receives from a third party a higher and better offer at the Auction, and such third party offer is subsequently approved by the Bankruptcy Court and closes as provided by its terms, then Seller will pay to Buyer approving the Break-up Up Fee in accordance with Section 5, (e) approves and the Expense Reimbursement set forth in Section 5,9; (fv) approves providing that none of the limitations on liability by Buyer set forth in Sections 2.1.2 and 5.3 in Sellers shall entertain or accept any bid with respect to any Alternative Transaction unless such bid complies with all of the event this Agreement terminates as a result of a Buyer Default Termination,following requirements that such bid shall be: (ga) approves filed with the dispute resolution procedures set forth Bankruptcy Court with a copy received by the Buyer (at the address for notices provided for in Section 3.5.3,11.8) at least five business days prior to the date scheduled for the commencement of the Approval Hearing; (hb) provides no prospective purchaser will accompanied by a cash deposit at least equal to $6,000,000 and by a duly executed asset acquisition agreement that is substantially similar to this Agreement, except that (A) the bidder shall be permitted to bid at the Auction unless such party has been deemed "financially qualified" by Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital ("HLHZ"), Seller's investment banker, (i) no prospective purchaser who bids substituted for the Property at Auction Buyer, and (B) the proposed purchase price for some or all of the Acquired Assets shall be entitled not less than $21,515,000 and shall be payable entirely in cash; without limiting the generality of the foregoing, such agreement containing such bid shall not include any financing contingency, shall not include any conditions to purchase the Property unless such prospective purchaser offers to purchase the Property for cash consideration which is at least $1,000,000 greater closing other than the cash consideration those set forth in this Agreement and shall provide for a closing on the date required by this Agreement; (c) made by a bidder that demonstrates that it is: (A) financially able to consummate the transaction contemplated by such bid; (B) capitalized with net worth higher than or equivalent to the Buyer or otherwise able to provide adequate assurance of future performance with respect to Contractual Obligations included in the Acquired Assets; and (C) able to consummate the transaction on the date and on the terms contemplated by this Agreement; (d) permitting bids for less than substantially all of the Acquired Assets, if at all, only on terms at least as favorable that: (i) provide that the Sellers, following receipt of direction from the Official Committee of Unsecured Creditors (which direction shall be made in consultation with the Sellers), may take into account the benefits associated with a going concern transaction when making a determination of what constitutes a higher or better offer; (ii) require an all-cash bid; and (iii) require a minimum cash deposit equal to the Seller as those set forth in this Agreement,greater of 10% of the bid amount and $6,000,000; and (je) expressly made subject to the making by the Sellers of the payments contemplated by Sections 9.1 and 9.2. (vi) providing that after any initial overbidoverbid made pursuant to clause (v), all further overbids must be made in an open oral auction held pursuant to clause (iii), that bidding shall be made in increments of at least $100,000 (less, in 250,000 and that with respect to any such further overbid submitted by the case of Buyer, the consideration offered by the Buyer shall be deemed to include the full amount of the Break-up Fee),Up Fee and Expense Reimbursement potentially payable to the Buyer; (kvii) any prospective purchase who submits providing that upon failure to consummate the sale because of a breach or failure on the part of the successful bidder, the Sellers may select in their business judgment the next highest or otherwise best qualified bid must include a deposit with to be the bid equal successful bidder without further order of the Court, subject to $1,500,000, the Sellers making the payments contemplated by Sections 9.1 and 9.2; and (lviii) should overbidding take placea superpriority claim for the Break-Up Fee and the Expense Reimbursement senior to all other administrative claims, including claims under Section 507(b) of the Buyer shall have the right, but not the obligation, to participate in the overbidding and to be approved as the overbidder at the Approval Hearing based upon any such overbidBankruptcy Code. Following the filing of the Sale Procedure Motion, the Seller Sellers shall use reasonable efforts to obtain entry of the Procedure Order (the date on which the Procedure Order is entered and becomes final is referred to herein as the "Sale Procedure Date")Order.

Bankruptcy Court Approval of Sale Procedure. Promptly following the Execution Date (and in no event later than ten (10) the first business days thereafterday following the fifth day after the Execution Date), the Seller will file Sellers filed a motion (the "“Sale Procedure Motion"”) with the Bankruptcy Court requesting the entry of and obtained an order (the "“Procedure Order"), such Sale Procedure Motion and Procedure Order to be ”) in form and content reasonably satisfactory to Buyer, authorizing and directing the Sellers to assume this Agreement and setting forth the following procedures: (ai) fixing the time, date, and location of a hearing (the "“Approval Hearing"”) to approve Seller's consummation of this agreement,Agreement by the Sellers; (bii) establishing a notice period of hearing on the Sale Motion not less later than 20 days or greater than 30 days.January 23, 2004; (ciii) fixing the time and date of an auction (the "“Auction"”) to be held at the offices of XxxxxXxxxxxxx, Bonacquist Xxxxxx & Fox LLPFinger P.A., 000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxx XxxxWilmington, XX at which Delaware 19899, for consideration of qualifying higher and better offers that may be presented to the Seller,Sellers; (div) if Seller receives from a third party a higher and better offer at the Auction, and such third party offer is subsequently approved by the Bankruptcy Court and closes as provided by its terms, then Seller will pay to Buyer approving the Break-up Up Fee in accordance with Section 5, (e) approves and the Expense Reimbursement set forth in Section 5,9; (fv) approves providing that none of the limitations on liability by Buyer set forth in Sections 2.1.2 and 5.3 in Sellers shall entertain or accept any bid with respect to any Alternative Transaction unless such bid complies with all of the event this Agreement terminates as a result of a Buyer Default Termination,following requirements that such bid shall be: (ga) approves filed with the dispute resolution procedures set forth Bankruptcy Court with a copy received by the Buyer (at the address for notices provided for in Section 3.5.3, (h11.8) provides no prospective purchaser will be permitted at least five business days prior to bid at the Auction unless such party has been deemed "financially qualified" by Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital ("HLHZ"), Seller's investment banker, (i) no prospective purchaser who bids date scheduled for the Property at Auction shall be entitled to purchase the Property unless such prospective purchaser offers to purchase the Property for cash consideration which is at least $1,000,000 greater than the cash consideration set forth in this Agreement and otherwise on terms at least as favorable to the Seller as those set forth in this Agreement, (j) after any initial overbid, all further overbids must be in increments of at least $100,000 (less, in the case of Buyer, the amount commencement of the Break-up Fee), (k) any prospective purchase who submits a bid must include a deposit with the bid equal to $1,500,000, and (l) should overbidding take place, the Buyer shall have the right, but not the obligation, to participate in the overbidding and to be approved as the overbidder at the Approval Hearing based upon any such overbid. Following the filing of the Sale Procedure Motion, the Seller shall use reasonable efforts to obtain the Procedure Order (the date on which the Procedure Order is entered and becomes final is referred to herein as the "Sale Procedure Date").Hearing;

Bankruptcy Court Approval of Sale Procedure. Promptly following the Execution Date (and in no event later than ten (10) the first business days thereafterday following the fifth day after the Execution Date), the Seller will Selling Parties shall commence the Case (the "Petition Date"). Not later than two business days following the Petition Date, the Selling Parties shall file a motion (the "Sale Procedure Motion") with the Bankruptcy Court requesting the entry of an order (the "Procedure Order")) in the form attached hereto as Exhibit G-1 and seek a hearing on such motion to occur not later than 20 days after the Petition Date, such Sale Procedure Motion and Procedure Order to be in form and content reasonably satisfactory to Buyer, authorizing and directing the Selling Parties to assume this Agreement and setting forth the following procedures: (ai) fixing the time, date, and location of a hearing (the "Approval Hearing") to approve Seller's consummation of this agreement,Agreement by the Selling Parties; (bii) establishing a notice period of hearing on the Sale Motion not less later than 20 60 days or greater than 30 days.after the Execution Date (all calculated in accordance with Bankruptcy Rule 9006); (ciii) fixing the time and date of an auction (the "Auction") to be held at the offices of Xxxxx, Bonacquist Xxxxxxx Xxxx & Fox LLPXxxxxxxxx, 000 Xxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX at which 00000-0000, for consideration of qualifying higher and better offers that may be presented to the Seller,Selling Parties; (div) if Seller receives from a third party a higher and better offer at the Auction, and such third party offer is subsequently approved by the Bankruptcy Court and closes as provided by its terms, then Seller will pay to Buyer approving the Break-up Up Fee in accordance with Section 5, (e) approves and the Expense Reimbursement set forth in Section 5,9; (fv) approves providing that none of the limitations on liability by Buyer set forth in Sections 2.1.2 and 5.3 in Selling Parties shall entertain or accept any bid with respect to any Alternative Transaction unless such bid complies with all of the event this Agreement terminates as a result of a Buyer Default Termination,following requirements that such bid shall be: (g1) approves filed with the dispute resolution procedures set forth Bankruptcy Court with a copy received by the Buyer (at the address for notices provided for in Section 3.5.3,11.9) at least seven business days prior to the date scheduled for the commencement of the Approval Hearing; (h2) provides no prospective purchaser will accompanied by a cash deposit at least equal to $1,000,000 and by a duly executed asset acquisition agreement that is substantially similar to this Agreement, except that (A) the bidder shall be permitted to bid at the Auction unless such party has been deemed "financially qualified" by Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital ("HLHZ"), Seller's investment banker, (i) no prospective purchaser who bids substituted for the Property at Auction Buyer, and (B) the proposed purchase price for all of the Acquired Assets shall be entitled to purchase the Property unless such prospective purchaser offers to purchase the Property for cash consideration which is at least not less than $1,000,000 5,500,000 greater than the cash portion of the Purchase Price and shall provide for (I) consideration in the form of notes on terms no less favorable to the Seller, or (II) additional consideration in an amount not less than the value of such notes; without limiting the generality of the foregoing, such agreement containing such bid shall be for substantially all of the Acquired Assets and substantially all of the Assumed Liabilities, shall not include any financing contingency not accompanied by a commitment letter in form at least as definite as and from financing sources as reliable and creditworthy as those providing the Buyer's Commitment Letters, shall not include any conditions to closing other than those set forth in this Agreement and otherwise shall provide for a closing on terms at least as favorable the date required by this Agreement; (3) made by a bidder that demonstrates that it is (A) financially able to consummate the transaction contemplated by such bid, (B) capitalized with net worth higher than or equivalent to the Seller as those set forth Buyer or able to provide adequate assurance of future performance with respect to Contractual Obligations included in the Acquired Assets, and (C) able to consummate the transaction on the date and on the terms contemplated by this Agreement,; and (j4) expressly made subject to the making by the Selling Parties of the payments contemplated by Sections 9.1 and 9.2. (vi) providing that after any initial overbidoverbid made pursuant to clause (v), all further overbids must be made in increments of at least $100,000 an open oral auction held pursuant to clause (less, in iii) and that with respect to any such further overbid submitted by the case of Buyer, the consideration offered by the Buyer shall be deemed to include the full amount of the Break-up Fee),Up Fee and Expense Reimbursement potentially payable to the Buyer; (kvii) providing that if any prospective purchase who submits of the Selling Parties shall receive a bid must include bona fide offer from a deposit Person other than Buyer (the "Competing Bidder") that complies with all of the requirements of this Section 5.5(a) (the "Competing Bid"), then if such sale to the Competing Bidder shall not have been consummated within five business days of the termination of the 10-day period for appeals with respect to the order approving such Competing Bid, then such Competing Bid shall be considered void and shall be rejected, and (subject to satisfaction of the closing conditions described in Section 6.1 hereof) the Selling Parties shall consummate the transaction with the bid equal Buyer pursuant to $1,500,000and on the terms of this Agreement as soon as reasonably possible; (viii) a superpriority claim for the Break-Up Fee and the Expense Reimbursement senior to all other administrative claims, including claims under Section 507(b) of the Bankruptcy Code, and a lien (granted pursuant to Section 364 of the Bankruptcy Code) on all assets of the Seller and its Subsidiaries, such lien to be first priority with respect to any unencumbered assets and senior to any other liens on encumbered assets; provided, however, that such claim and lien may be junior to claims and liens in respect of the Revolver and Term Facility or any DIP Facility permitted by Section 5.1(b)(i) and shall have the priority provided in the Procedure Order with respect to any liens securing Indebtedness arising under the Indenture; and (lix) should overbidding take placeproviding that any Competing Bidder shall maintain the confidentiality of the side letter referenced in Section 6.1(d) of the Disclosure Schedule, including the Buyer shall have the right, but not the obligation, to participate in the overbidding contents and to be approved as the overbidder at the Approval Hearing based upon any such overbidsubstance thereof. Following the filing of the Sale Procedure Motion, the Seller Selling Parties shall use reasonable efforts to obtain entry of the Procedure Order (the date on which the Procedure Order is entered and becomes final is referred to herein as the "Sale Procedure Date")Order.