Common use of Bankruptcy Court Filings Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement (Sharper Image Corp)

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Bankruptcy Court Filings. As more fully set forth in Section 8.128.11, Purchaser agrees that it will promptly take such actions as are reasonably requested by Seller Parent to assist in obtaining entry of the Sale Order and the Bidding Procedures 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 SellerParent, 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 Bidding Procedures Order shall be appealed, Seller Parent 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.

Appears in 1 contract

Samples: Asset Purchase Agreement

Bankruptcy Court Filings. As more fully set forth in Section 8.128.11, Purchaser Xxxxxxxxx agrees that it will promptly take such actions as are reasonably requested by Seller Parent to assist in obtaining entry of the Sale Order and the Bidding Procedures Order and a finding of adequate assurance of future performance by PurchaserXxxxxxxxx, 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 SellerParent, 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 Bidding Procedures Order shall be appealed, Seller Parent 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.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Bankruptcy Court Filings. As more fully set forth in Section 8.12(i) If the Buyer is the successful bidder (to the extent an auction is conducted), Purchaser as soon as reasonably practicable following the execution of this Agreement by the Debtors, Seller shall comply with the De Minimis Sale Order. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining entry Bankruptcy Court approval of the Sale Order and a finding of adequate assurance of future performance transactions contemplated by Purchaserthis Agreement, if necessary, 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 Buyer under this Agreement and demonstrating that Purchaser Buyer is a “good faith” purchaser under Section section 363(m) of the Bankruptcy Code. Purchaser Buyer 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 Licenses hereunder. In the event the entry approval of the Sale Order or the Procedures Order transactions contemplated by this Agreement shall be appealed, Seller and Purchaser Buyer shall use their respective commercially reasonable efforts to defend such appeal, and Seller and Purchaser shall each be responsible solely for their own legal fees in such event.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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