Common use of Bankruptcy Court Approval Clause in Contracts

Bankruptcy Court Approval. (a) Sellers and Buyer acknowledge that this Agreement and the sale of the Acquired Assets and the assumption and assignment of the Assigned Contracts and Assigned Leases are subject to Bankruptcy Court approval. Sellers and Buyer acknowledge that (i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the highest and otherwise best offer possible for the Acquired Assets, and that such demonstration shall include giving notice of the transactions contemplated by this Agreement to creditors and other interested parties as ordered by the Bankruptcy Court, and, if necessary, conducting the Auction, and (ii) Buyer must provide adequate assurance of future performance under the to-be-assigned leases and executory contracts. (b) In the event an appeal is taken or a stay pending appeal is requested, from either the Bidding Procedures Order or the Sale Order, Sellers shall immediately notify Buyer of such appeal or stay request and shall provide to Buyer promptly a copy of the related notice of appeal or order of stay. Sellers shall also provide Buyer with written notice of any motion or application filed in connection with any appeal from either of such orders. (c) From and after the Effective Date and prior to the Closing or the termination of this Agreement in accordance with Section 11.1, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. If Buyer is the Successful Bidder at the Auction, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement.

Bankruptcy Court Approval. (a) Sellers and Buyer each acknowledge that this Agreement and the sale of the Acquired Assets and the assumption of the Assigned Contracts by Buyer and assignment of the Assigned Contracts and Assigned Leases Assets to Buyer are subject to Bankruptcy Court approvalapproval and the entry of the Sale Order. Sellers and Buyer acknowledge that (i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain will pursue diligently the highest and otherwise best offer possible for the Acquired Assets, and that such demonstration shall include giving notice entry of the transactions contemplated by this Agreement to creditors and other interested parties as ordered by Sale Order under the Bankruptcy Court, and, if necessary, conducting the Auction, and Bid Procedures. (iib) Buyer must provide agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyer of the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the to-be-assigned leases Bankruptcy Code. In the event the entry of the Bid Procedures Order or the Sale Order is appealed, Sellers and executory contractsBuyer will use their respective commercially reasonable efforts to defend such appeal(s). (bc) In the event an appeal is taken or a stay pending appeal is requested, requested from either the Bidding Procedures Order or the Sale Order, Sellers shall immediately use their best efforts to defend and oppose such appeal and promptly notify Buyer of such appeal or stay request and shall promptly provide to Buyer promptly a copy of the all related notice of appeal or order of stay. Sellers shall also provide Buyer filings in accordance with written notice of any motion or application filed in connection with any appeal from either of such ordersSection 7.6. (cd) From and after the Effective Execution Date and prior to the Closing or the termination of this Agreement in accordance with Section 11.1, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. If Buyer is the Successful Bidder at the Auction, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. If Buyer is the Successful Bidder at the Auction (as defined in the Bid Procedures), Sellers shall not take any action which is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal, voiding, modification or staying of the Bid Procedures Order or the Sale Order.

Bankruptcy Court Approval. (a) Sellers and Buyer Purchaser acknowledge that this Agreement and the sale purchase of the Acquired Assets and the assumption and assignment of the Assigned Contracts and Assigned Leases are subject to Bankruptcy Court approval. Sellers and Buyer Purchaser acknowledge that (i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the highest and or otherwise best offer possible for the Acquired Assets, and that such demonstration shall include including, but not limited to, giving notice of the transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the Bankruptcy Court, and, if necessary, and conducting an auction in respect of the Interests and the Acquired Assets (the “Auction, and (ii) Buyer must provide adequate assurance of future performance under the to-be-assigned leases and executory contracts”). (b) As soon as reasonably possible after execution of this Agreement, but in any event no later than two (2) Business Days after execution of this Agreement, Sellers shall file the Bidding Procedures and Sale Motion with the Bankruptcy Court, together with appropriate supporting papers and notices. (c) Sellers shall use their commercially reasonable efforts to obtain entry of the Bidding Procedures Order no later than seven (7) Business Days after filing the Bidding Procedures and Sale Motion. (d) In the event an appeal is taken or a stay pending appeal is requested, from either with respect to the Bidding Procedures Order or the Sale Order, Sellers shall immediately promptly notify Buyer Purchaser of such appeal or stay request and shall promptly provide to Buyer promptly Purchaser a copy of the related notice of appeal or order of stay. Sellers shall also provide Buyer Purchaser with written notice of any motion or application filed in connection with any appeal from either of such orders. (ce) From and after the Effective Date Date, provided that Purchaser is the Successful Bidder at the Auction and prior to has not defaulted in any material respect in the Closing or the termination performance of any of its obligations under this Agreement in accordance with Section 11.1Agreement, Sellers shall not take any action which that is intended to (or is reasonably likely to)result in, or fail to take any action the intent (or the reasonably likely result) of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. If Buyer is the Successful Bidder at the Auction, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this AgreementOrder.

Bankruptcy Court Approval. (a) Sellers and Buyer Purchaser acknowledge that this Agreement and the sale of the Acquired Purchased Assets and the assumption and assignment of the Assigned Contracts and Assigned Leases are subject to Bankruptcy Court approval. Sellers and Buyer acknowledge that (i) to obtain such approvalOn the Petition Date, Sellers must demonstrate that they have taken reasonable steps to obtain shall file a motion with the highest and otherwise best offer possible for the Acquired Assets, and that such demonstration shall include giving notice Bankruptcy Court seeking entry of the transactions contemplated by Bidding Procedures Order and Seller shall use their best efforts to cause a hearing on such motion to be held within 14 days of the Petition Date. (b) As soon as reasonably possible after the Parties execute this Agreement to creditors and other interested parties as ordered by Agreement, but in any event no later than five Business Days after the Parties execute this Agreement, Sellers shall file the Sale Motion with the Bankruptcy Court, and, if necessary, conducting together with required supporting papers and required notices. Sellers shall give prompt notice to Purchaser of (i) any written notice or other written communication from any Person alleging that the Auction, consent of such Person which is or may be required in connection with the transactions contemplated hereby is not likely to be obtained prior to Closing and (ii) Buyer must provide adequate assurance any written objection or proceeding that challenges such transactions or the entry of future performance under the to-be-assigned leases and executory contractsSale Order. (bc) In the event an appeal is taken or a stay pending appeal is requested, from either with respect to the Bidding Procedures Order or the Sale Order, Sellers shall immediately promptly notify Buyer Purchaser of such appeal or stay request and shall promptly provide to Buyer promptly Purchaser a copy of the related notice of appeal or order of stay. Sellers shall also provide Buyer Purchaser with written notice of any motion or application filed in connection with any appeal from either of such orders. (c) . Sellers and Purchaser shall use their best reasonable efforts to defend any such appeal or stay. From and after the Effective Date and prior to the Closing or the termination of this Agreement in accordance with Section 11.1date hereof, Sellers shall not take any action which that is intended to (or is reasonably likely to)result in, or fail to take any action the intent (or the reasonably likely result) of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. If Buyer is the Successful Bidder at the Auction, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this AgreementOrder.

Bankruptcy Court Approval. (a) Sellers and Buyer acknowledge that this Agreement and the sale of the Acquired Oil and Gas Assets and the assumption and assignment of the Assigned Contracts and Assigned Table of Contents Leases and Interests and the rejection of the Rejected Contracts are subject to Bankruptcy Court approval. Sellers and Buyer acknowledge that (i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the highest and otherwise best offer possible for the Acquired Oil and Gas Assets, and that such demonstration shall include giving notice of the transactions contemplated by this Agreement to creditors and other interested parties as ordered by the Bankruptcy Court, and, if necessary, conducting the Auction, and (ii) Buyer must provide adequate assurance of future performance under the to-be-assigned leases Leases and executory contractsContracts. (b) In the event an appeal is taken or a stay pending appeal is requested, from either the Bidding Procedures Order or the Sale Order, Sellers shall immediately promptly notify Buyer of such appeal or stay request and shall provide to Buyer promptly a copy of the related notice of appeal or order of stay. Sellers shall also provide Buyer with written notice of any motion or application filed in connection with any appeal from either of such orders. (c) From and after the Effective Date date of execution of this Agreement and prior to the Closing or the termination of this Agreement in accordance with Section 11.1, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. If Buyer is the Successful Bidder at the Auction, Sellers shall not take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement. (d) Sellers shall, prior to the Closing Date, cause the Contracts listed on Schedule 7.4(d) (the “Rejected Contracts”) to be rejected pursuant to a Final Order of the Bankruptcy Court.

Bankruptcy Court Approval. (a) The Sellers and Buyer the Purchaser Parties acknowledge that this Agreement and the sale of the Acquired Assets and the assumption and assignment of the Assigned Contracts and Assigned Leases are subject to Bankruptcy Court approval. The Sellers and Buyer the Purchaser Parties acknowledge that (i) to obtain such approval, the Sellers must demonstrate that they have taken reasonable steps to obtain the highest and or otherwise best offer possible for the Acquired Assets, and that such demonstration shall include including giving notice of the transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the Bankruptcy Court, and, if necessary, conducting an auction in respect of the Acquired Assets (the “Auction”), and (ii) Buyer the Purchaser must provide adequate assurance of future performance under the to-be-assigned leases and executory contractsAssigned Contracts included in the Acquired Assets. (b) As soon as reasonably possible after execution of this Agreement, but in any event no later than five (5) Business Days after the Effective Date, the Sellers shall file the Motion to Approve the Bidding Procedures and Sale with the Bankruptcy Court, together with appropriate supporting papers and notices. (c) The Sellers shall use commercially reasonable efforts to obtain entry of the Sale Order. (d) In the event an appeal is taken or a stay pending appeal is requested, from either the Bidding Procedures Order or the Sale Order, the Sellers shall immediately promptly notify Buyer the Purchaser of such appeal or stay request and shall promptly provide to Buyer promptly the Purchaser a copy of the related notice of appeal or order of stay. The Sellers shall also provide Buyer the Purchaser with written notice of any motion or application filed in connection with any appeal from either of such orders. (ce) From and after the Effective Date Date, and prior to the Closing or extent the termination of this Agreement in accordance with Section 11.1Purchaser Parties are the Successful Bidder at the Auction, the Sellers shall not take any action which that is intended to (or is reasonably likely to)result in, or fail to take any action the intent (or the reasonably likely result) of which failure to act is towould result in, result in the reversal, voiding, modification or staying of the Bidding Procedures Order or this Agreement. the Sale Order. (f) If Buyer an Auction is conducted and the Purchaser Parties are not the Successful Bidder at the conclusion of such Auction, the Purchaser Parties shall be required to serve as the back-up bidder if the Purchaser Parties are the next highest or otherwise next best bidder at the Auction (such party that is the next highest or otherwise best bidder at the Auction, the “Back-Up Bidder”) and, if the Purchaser Parties are the Back-Up Bidder, the Purchaser Parties shall be required to keep their 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 by the Purchaser Parties in the Auction) open and irrevocable until the date on which this Agreement is terminated in accordance with Section 7.1. The Purchaser Parties agree that if the Purchaser Parties are the Back-Up Bidder, any order approving a sale of some or all of the Acquired Assets to the Successful Bidder shall, subject to approval by the Bankruptcy Court, provide that if the Successful Bidder fails to consummate the sale transaction, the Purchaser Parties shall be deemed to have the new prevailing bid, and the Sellers shall not take any action which is intended be authorized, without further order of the Bankruptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (or is reasonably likely to), or fail to take any action as the intent (or same may be improved upon by the reasonably likely result) of which failure to act is to, result Purchaser Parties in the reversal, voiding, modification or staying Auction) with the Purchaser Parties. (g) The Purchaser Parties agree to use their commercially reasonable efforts to obtain approval of this Agreement and the sale of the Sale Order Acquired Assets by the Bankruptcy Court, including by providing adequate assurance of future performance under the Assigned Contracts included in the Acquired Assets; provided, that the Purchaser Parties shall not be required pursuant to this Section 5.7(g) to pay any fee, cost or this Agreementexpense or incur any other liability to a counterparty to an Assigned Contract in order to provide such adequate assurance of future performance.