Bankruptcy Court Filings. To not file any pleading or take any other action in the Bankruptcy Court with respect to this Agreement, the Plan, the Disclosure Statement or the Confirmation Order or the consummation of the transactions contemplated hereby or thereby that is inconsistent in any material respect with this Agreement or the Company’s efforts to obtain the entry of the Confirmation Order consistent with this Agreement.
Bankruptcy Court Filings. As soon as practicable in advance of filing with the Bankruptcy Court, the Borrower Parties shall provide the Agent and Lenders with copies of (i) the motion seeking approval of and proposed forms of the Interim Order and the Final Order, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, (ii) the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form of the Bid Procedures Order, which order shall contain bidding procedures that include as a requirement of any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to the assumption, ...
Bankruptcy Court Filings. Sellers have filed the Sale Motion with the Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the entry of the Sale Procedures Order and the Sale Approval Order, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contracts. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court. In the event the entry of the Sale Procedures Order or the Sale Approval Order shall be appealed, Sellers and Purchaser shall use their respective reasonable efforts to defend such appeal. Notwithstanding anything contained herein to the contrary, and otherwise in accordance with the terms and conditions set forth herein, Sellers may, with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy Code.
Bankruptcy Court Filings. Sellers shall file the Sale Order with the Bankruptcy Court and seek entry thereof. Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining the Sale Order, 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” Buyer under Section 363(m) of the Bankruptcy Code. In the event the entry of the Sale Order shall be appealed, Sellers shall use its reasonable efforts to defend such appeal.
Bankruptcy Court Filings. As more fully set forth in Section 8.12, Purchaser agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Purchaser, 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 Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. Purchaser shall not, without the prior written consent of Seller, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Purchased Assets hereunder. In the event the entry of the Sale Order or the Procedures Order shall be appealed, Seller and Purchaser shall use their respective reasonable efforts to defend such appeal, and Seller and Purchaser shall each be responsible solely for their own legal fees in such event.
Bankruptcy Court Filings. Sellers will file with the Bankruptcy Court a motion seeking entry of the Bidding Procedures Order and the Sale Order. Sellers will attach to such motion and propose the entry of the Bidding Procedures Order and the Sale Order. Subject to Section 7.1, Sellers will thereafter pursue diligently the entry of the Bidding Procedures Order and the Sale Order, including in the case of the Sale Order in a form that satisfies in full the Sale Order Condition. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Bidding Procedures Order and the Sale Order and a finding of adequate assurance of future performance by Purchaser of the Purchased 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 Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. In the event that the entry of the Bidding Procedures Order or the Sale Order is appealed or a stay pending appeal is sought, Sellers will oppose the appeal or the stay pending appeal and seek the dismissal of any appeal (including a petition for certiorari, motion for rehearing, reargument, reconsideration or revocation). Sellers will provide Purchaser at least 24 hours’ notice in advance of filing with the Bankruptcy Court or any appellate court any motion, brief, notice, proposed order, amendment, supplement or other pleading that Sellers propose to file in the Bankruptcy Court relating to the transactions contemplated by this Agreement. Sellers will give Purchaser reasonable advance notice of any hearings regarding the motions required to obtain the issuance of the Sale Order and Purchaser will have the right to attend and seek to be heard at any such hearings.
Bankruptcy Court Filings. (i) The Sellers shall promptly seek entry of the Confirmation Order and any other necessary orders to authorize the transactions contemplated in this Agreement and close the sale of the Acquired Assets (the “Related Orders”) by the Bankruptcy Court. The Buyer and the Sellers understand that the consummation of the transactions contemplated by this Agreement is subject to approval by the Bankruptcy Court. The Buyer will promptly take such actions as are reasonably requested by the Sellers to assist in obtaining entry of the Confirmation Order and any Related Orders, including a finding of adequate assurance of future performance by the Buyer, such as by 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 the Buyer under this Agreement; provided, however, that the obligations set forth in this sentence shall not expand the Buyer’s obligations set forth in Section 5.05 with respect to the matters provided therein. Provided the Sellers are not in material breach of this Agreement, the Buyer shall not, without the prior written consent of the Sellers, file, join in, or otherwise support in any manner any motion or other pleading relating to the sale of the Acquired Assets hereunder (other than the sale contemplated by this Agreement). In the event the entry of the Confirmation Order is appealed, the Sellers shall use commercially reasonable efforts to defend such appeal and Buyer agrees to use commercially reasonable efforts to cooperate with Sellers in respect thereof.
Bankruptcy Court Filings. (a) Within one Business Day of the Effective Date, each Seller shall file or cause to be filed a petition for relief under Chapter 11 of the Bankruptcy Code on behalf of such Seller with the Bankruptcy Court (the date of such petition, the “Petition Date”). On the Petition Date, Sellers shall file (and, within two Business Days, serve) a motion or motions (the “Sale Motion”), in form and substance reasonably satisfactory to Purchaser, in the Bankruptcy Cases requesting that the Bankruptcy Court (i) enter the Bidding Procedures Order and (ii) schedule a hearing on the Sale Motion for entry of the Sale Order. Thereafter, Purchaser and Sellers shall take all actions as may be reasonably necessary to cause the Bidding Procedures Order and the Sale Order to be issued, entered and become Final Orders, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. Purchaser 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 Purchaser, 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 Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code.
Bankruptcy Court Filings. As promptly as practicable following the execution of this Agreement, but in no event later than three (3) Business Days after the execution of this Agreement, Seller shall file (a) the Bidding Procedures Motion and seek the approval of the Bankruptcy Court of the Bidding Procedures Order and (b) the Sale Motion and seek the approval of the Bankruptcy Court of the Sale Order. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyer, including, without limitation, 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 Bankruptcy Code. In the event the entry of the Sale Order shall be appealed, each party shall use their respective commercially reasonable efforts to defend against such appeal. In the event that an appeal is taken, or a stay pending appeal is requested from the Sale Order or the Bidding Procedures Order, Seller shall promptly notify Buyer of such appeal or stay request and shall provide Buyer within three (3) Business Days a copy of the relevant notice of appeal or order of stay. Seller shall also provide Buyer with written notice of any motion or application filed in connection with any appeal from either of such orders. If no stay pending appeal is granted, the Buyer and the Seller may mutually determine to close the Contemplated Transactions.
Bankruptcy Court Filings. From and after the date hereof and until the earlier of the consummation of the Proposed Transaction and the termination of this Agreement pursuant to its terms, the Sellers and their attorneys and other advisors shall cooperate with the Purchaser, and keep the Purchaser and its attorneys reasonably apprised of all matters with respect to the Bankruptcy Case, including without limitation, by providing the Purchaser and its attorneys with a copy of any substantive motion or other pleadings or filings to be made with the Bankruptcy Court with respect to, or related to, the Proposed Transaction (including without limitation, a reasonable opportunity to review and comment on the same), and reasonable advance notice of any motion to assume or reject any Contract.
