Common use of Bankruptcy Court Filings Clause in Contracts

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. As Sellers shall file the Motion with the Bankruptcy Court promptly as practicable following the execution of this Agreement, but and in no any event later than three within five (35) Business Days after the execution of this Agreementdate hereof, Seller and shall file (a) use commercially reasonable efforts to have the Bidding Procedures Motion and seek the hearing on 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 Orderheld no later than December 15, 2003. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by Seller Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyerthe Bidding Procedures Order, including, without limitation, 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 Purchaser under this Agreement and demonstrating that Buyer Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. Prior to the entry of the Bidding Procedures Order, Purchaser shall not, without the prior written consent of Tamtron, file, join in or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Purchased Assets hereunder. After the entry of the Bidding Procedures Order, Purchaser shall use good faith efforts to provide Tamtron, prior to filing, with copies of any such motion or pleading. In the event Purchaser is the successful bidder and the entry of the Sale Order or the Bidding Procedures Order shall be appealed, Sellers and Purchaser, each party at their own expense, 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. As promptly as practicable following (i) Whenever possible, at least two (2) days prior to filing any pleading before the execution Bankruptcy Court, Sellers shall deliver to Buyer a copy in draft form. Sellers shall reasonably cooperate with Buyer with respect to all such filings and incorporate any reasonable comments of this AgreementBuyer and its counsel into such order, but in no event later than three (3) Business Days after the execution of this Agreementamendment, Seller supplement, motion, or pleading. If commercially reasonable, Sellers shall file (a) the Bidding Procedures Motion oppose and seek the approval dismissal of the Bankruptcy Court of the Bidding Procedures Order and any appeal (bincluding a petition for certiorari, motion for rehearing, reargument, reconsideration or revocation) 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 Buyerthat is filed. Each party hereto shall promptly notify the other party if, including, without limitation, furnishing affidavits or other documents or at any time before the Closing Date such party becomes aware that any information for filing with provided to the Bankruptcy Court for contains any untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to make the purposesstatements contained therein, 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) in light of the Bankruptcy Codecircumstances under which they were made, not misleading. 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 requested, from the Sale Order, the Transferred Contract Assumption and Assignment Order or the Bidding Procedures Orderany other order, Seller Sellers shall promptly immediately notify Buyer of such appeal or stay request and shall provide to Buyer within three one (31) Business Days Day a copy of the relevant related notice of appeal or order of stay. Seller Sellers 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. 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) with the Bankruptcy Court the Sale Motion and the Bidding Procedures Motion and seek the approval seeking entry of the Bankruptcy Court of Sale Order and the Bidding Procedures Order. The Bidding Procedures Order shall expressly (i) authorize payment of the Break-Up Fee to Purchaser on the first Business Day following the consummation of a Competing Bid; and (bii) the Sale Motion provide for an initial overbid amount of $400,000 and seek the approval for incremental bids of the Bankruptcy Court of the Sale Order$100,000 thereafter. Buyer 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 Buyerthe Bidding Procedures Order, including, without limitation, 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 Purchaser under this Agreement and demonstrating that Buyer 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 Bidding Procedures Order shall be appealed, each party Seller and Purchaser 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. As promptly as practicable following the execution of this Agreement, but in no event later than three ten (310) Business Days after the execution date 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 with and seek the approval of the Bankruptcy Court of the Sale OrderMotion, including the Break-Up Fee and the Expense Reimbursement, and the entry by the Bankruptcy Court of the Bidding Procedures Order approving the payment of the Break-Up Fee and the Expense Reimbursement. Buyer 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 the Bidding Procedures Order and a finding of adequate assurance of future performance by BuyerPurchaser, including, without limitation, 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 Purchaser under this Agreement and demonstrating that Buyer Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event the entry of the Sale Order or the Bidding Procedures 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 Purchaser of such appeal or stay request and shall provide Buyer Purchaser within three (3) Business Days a copy of the relevant notice of appeal or order of stay. Seller shall also provide Buyer Purchaser 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.