Bankruptcy Court Approvals. (a) Sellers have filed the Procedures Motion with the Bankruptcy Court and shall use reasonable efforts to obtain entry of an order (the "Bid Procedures Order") (i) fixing the time, date, and location of the Sale Hearing to approve Sellers' consummation of this Agreement and an auction (the "Auction") at which higher and better offers to purchase the Acquired Assets may be presented to Sellers by third parties ("Competing Transactions"); (ii) approving the form of bidding, auction and sale notice; (iii) providing that upon (y) Sellers' failure to accept this Agreement on substantially the terms set forth herein, or (z) their agreement to or consummation of a Competing Transaction, Buyer shall be entitled to reimbursement of its out-of-pocket expenses, up to a maximum of $250,000, related to due diligence, bid analysis, negotiation, preparation of this Agreement, and other related matters (the "Expense Reimbursement"), subject to court approval after notice and hearing; (iv) providing that if a Competing Transaction is subsequently approved by the Bankruptcy Court and closes as provided by its terms, then Buyer shall be entitled to receive from Sellers a flat fee payment of $50,000 in immediately available funds (the "Break-Up Fee"; the Expense Reimbursement and Break-Up Fee, together, the "Bid Fees"), which payment of the Break-Up Fee shall be made to Buyer concurrently with the consummation of such third party sale; and (v) providing that no third party bidder shall be entitled to purchase the Acquired Assets unless such third party bidder offers to purchase assets comparable to the Acquired Assets for no less than the sum of the Purchase Price plus the Bid Fees and $100,000. Should overbidding take place, Buyer shall have the right, but not the obligation, to participate in the overbidding and to be approved as the overbidder at the Sale Hearing based upon Buyer's submission of the highest and best offer to purchase the Acquired Assets and Sellers' acceptance of such overbid.
Bankruptcy Court Approvals. On the Petition Date, Seller shall file a motion (the “Sale Motion”) seeking entry of an order of the Bankruptcy Court approving the sale of the Assets to Purchaser pursuant to the terms of this Agreement (the “Sale Order”), which Sale Order Seller shall use commercially reasonable efforts to obtain. The Sale Order shall be substantially in the form and content attached as Exhibit A hereto. As part of the Sale Motion), Seller shall also request and use commercially reasonable efforts to obtain from the Bankruptcy Court an order (the “Bid Procedures Order”) which establishes and approves, among other things, the competitive bidding process and bidding protections (including, without limitation, Purchaser’s right to receive the Expense Reimbursement Amount and the Break-Up Fee), as well as the noticing procedures with respect to the assumption and assignment of the Assumed Contract and the Assumed Leases. The Bid Procedures Order shall be substantially in the form and content attached as Exhibit B hereto. Seller shall conduct the sale process relating to the Assets in accordance with the rights and authority granted to Seller in the Bid Procedures Order. Purchaser shall cooperate in all reasonable respects in Seller’s efforts to obtain the Bid Procedures Order and Sale Order and shall provide information demonstrating adequate assurance of future performance under Section 365 of the Bankruptcy Code with respect to each Assumed Contract.
Bankruptcy Court Approvals. (i) Seller confirms that its negotiation of this Agreement with Buyer is critical to its obtaining the highest and best price for its assets, and that without Buyer's commitment of substantial time and expense to the process, Seller would have to employ a less orderly process for the sale of its assets and therefore risk attracting lower prices. Seller acknowledges that Buyer would not have invested the time and incurred the expense of negotiating and documenting the transaction if it were not entitled to a break up fee as described below. Notwithstanding anything in this Agreement to the contrary, if Buyer is not the successful bidder for the Acquired Assets because a bid or bids higher and better than the Purchase Price is approved by the Bankruptcy Court, Buyer shall be entitled to a break-up fee of Fifty Thousand and 00/00 United States Dollars (US $50,000.00) (the "Break-up Fee"), provided this Agreement has not been terminated by Seller under Section 11(a)(v) at that time. The Break-Up fee shall be payable to Buyer at the closing of the sale of the Acquired Assets to such alternate bidder.
Bankruptcy Court Approvals. (a) The Buyer shall assist and cooperate with the Debtors in seeking approval of the Disclosure Statement and confirmation of the Plan. The Buyer shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld) file any pleading or take other action in the Bankruptcy Court with respect to this Agreement, the Plan or the consummation of the transactions contemplated hereby or thereby that is inconsistent with the full performance and implementation of the provisions of this Agreement; provided, however, that nothing contained in the foregoing shall be construed to limit in any way the Buyer's rights under this Agreement, including the Buyer's rights under Article 11 hereof, or to limit the Buyer's or its Affiliates' rights to advocate for the approval of this Agreement and against any alternative transaction or plan of reorganization that does not effectuate the transactions contemplated by this Agreement.
Bankruptcy Court Approvals. (a) The obligations of Buyer hereunder are subject to, and conditioned upon (i) the entry of an order of the Bankruptcy Court, in form and substance reasonably satisfactory to Buyer (the "BIDDING PROCEDURES ORDER"), (A) approving and expressly incorporating the procedures and provisions set forth in Section 10.2 hereof, including, without limitation, the provisions regarding the payment of a Break-Up Fee, (B) authorizing the allowance and ordering the payment of a Break-Up Fee in accordance with the provisions of Section 10.2(d) (subject to any limitations imposed by the Bankruptcy Court), and (C) granting Buyer a claim for such amounts pursuant to Sections 503(b)(1), 507(a)(1), and 105 of the Bankruptcy Code, and (ii) the Bidding Procedures Order becoming final and no longer subject to appeal (unless Buyer, in its sole discretion, shall elect to waive some or all of the conditions set forth in this Section 10.1) (the conditions set forth in this Section 10.1(a) being referred to herein as the "BIDDING PROCEDURES ORDER APPROVAL").
Bankruptcy Court Approvals. The Sellers have received approval from the Bankruptcy Court to sell the Purchased Assets to the Buyers pursuant to the Sale Order attached hereto as Exhibit E, which, among other things, (i) authorizes Sellers to sell, transfer and assign the Purchased Assets to Buyer, pursuant to this Agreement and applicable sections of Bankruptcy Code, free and clear of liens, claims, interests, encumbrances and security interests of any nature or kind, and (ii) determines that Buyer is a good faith purchaser and that the Buyer has acted in good faith, is a bona fide purchaser for value, the Purchase Price is fair and reasonable, and the sale of the Purchased Assets is free and clear of all liens, claims, interests, and encumbrances.
Bankruptcy Court Approvals. The Bankruptcy Court shall have approved (i) the retention by the Loan Parties of the Investment Advisor, Alix, the CRO, CFO and the Specified Liquidation Agents and (ii) the Consignment Agreement.
Bankruptcy Court Approvals. The Seller has sought and obtained an order setting a hearing to approve the sale of the Assets and the assumption of the Assumed Liabilities (the “Sale Hearing”) for February 12, 2008 at 9 a.m. At the Sale Hearing the Debtor shall seek an order (the “Sale Order”) authorizing (A) Seller to sell the Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all interests in or to the Assets within the meaning of the Bankruptcy Code Section 363(f), and otherwise free and clear of all other liens, encumbrances, claims and liabilities, except for the Assumed Liabilities, and (B) Buyer to assume the Assumed Liabilities and Seller to be relieved of liability therefrom. The Seller shall use all reasonable efforts to cause the Bankruptcy Court to enter the Sale Order as promptly as practicable, but in no event later than one (1) Business Day after the commencement of the Sale Hearing.
Bankruptcy Court Approvals. Sellers shall as soon as practicable use their commercially reasonable efforts to obtain an order of the Bankruptcy Court approving the Bidding Procedures, including payment of the Reimbursed Expenses to Buyer as set forth therein, and approving Section 8.5 hereof. Sellers shall use their commercially reasonable efforts to obtain Bankruptcy Court approval, in the form of the Bankruptcy Court Order, of the transactions described herein.
Bankruptcy Court Approvals. 9.1 Promptly following the Effective Date (and in no event later than five (5) days thereafter), Sellers shall file the Sale Motion and shall use commercially reasonable efforts to obtain the Sale Order. Any material changes to the form of the Sale Order must be approved by Purchaser and Sellers in their respective sole discretion. Purchaser shall provide adequate assurance of future performance (satisfactory to the Bankruptcy Court) to the counterparties to Sellers’ Purchased Contracts.
