Bankruptcy Court Matters. (a) This Agreement is subject to approval by the Bankruptcy Court and the consideration by Seller of higher or better competing bids (each a “Competing Bid”). From the Effective Date and until the designation of a Successful Bidder, Seller is permitted to cause Seller’s Representatives to initiate contact with, solicit, or encourage submission of any inquiries, proposals, or offers by, any Person (in addition to Buyer and Buyer’s Affiliates and Representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, Seller may respond to any inquiries or offers to purchase all or any part of the Purchased Assets or equity interests in Seller and perform any and all other acts related thereto that are required under the Bankruptcy Code, the Bidding Procedures Order, or other applicable Law, including supplying information relating to the Business and the assets of Seller to prospective purchasers.
(b) If Buyer is designated as the Successful Bidder, Seller will seek an order of the Bankruptcy Court pursuant to the Bidding Procedures Motion (the “Sale Order”) that (i) approves the sale of the Purchased Assets to Buyer, and authorizes Seller to proceed with the sale of the Purchased Assets to Buyer, on the terms and conditions set forth in this Agreement, (ii) includes a finding that Buyer is a good faith purchaser of the Purchased Assets within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the protections of section 363(m) of the Bankruptcy Code, (iii) states that the sale of the Purchased Assets to Buyer shall be free and clear of all Encumbrances other than Permitted Encumbrances, (iv) provides that cash proceeds generated from the transactions contemplated by this Agreement shall be paid to the Lender (as defined in the DIP Order) in accordance with the terms and conditions of the DIP Order, until such time as the Aggregate Debt (as defined in the DIP Order) has been paid in full, and (v) approves Seller’s assumption and assignment to Buyer of the Purchased Assets pursuant to section 365 of the Bankruptcy Code subject to Buyer’s ability to demonstrate to the Bankruptcy Court adequate assurance of future performance under the Purchased Assets. Within one (1) Business Day of the execution of this Agreement, Buyer shall provide Seller a copy of such financial and other information supporting Buyer’s ability to comply with the requirements of adequate assurance of future performance under section 365(f)...
Bankruptcy Court Matters. Promptly, copies of all pleadings, motions, applications, and other documents filed by any Credit Party with the Bankruptcy Court or distributed by any Credit Party to the office of the United States Trustee or to any official committee of creditors or interest holders.
Bankruptcy Court Matters. (a) Xxxxx and Sellers acknowledge that this Agreement and the Transactions contemplated hereby are subject to the Bidding Procedures and Bidding Procedures Order, and approval by the Bankruptcy Court and, as applicable, entry of the Sale Order. In the event of any discrepancy between this Agreement and the Bidding Procedures Order and the Sale Order, the Sale Order shall govern.
Bankruptcy Court Matters. 1Bankruptcy Court Approval . This Agreement is subject to approval by the Bankruptcy Court. In addition, Seller shall have the right to perform any and all other acts which are required under the Bankruptcy Code, the Bidding Procedures Order or other applicable Law.
Bankruptcy Court Matters. No later than the first business day immediately following the date this Agreement becomes effective, the Company shall file the Bankruptcy Case with the Bankruptcy Court. The Company further covenants and agrees that the terms of any reorganization plan submitted to the Bankruptcy Court or any other court for confirmation shall not, and the Company will not seek or support the entry by the Bankruptcy Court of any other order that would, conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement, or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement. If any order of the Bankruptcy Court relating to this Agreement shall be appealed by any person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or re-argument shall be filed with respect to any such order), the Company shall diligently defend against such appeal, petition or motion.
Bankruptcy Court Matters. (a) The Debtors shall use commercially reasonable efforts to: (i) file, as soon as reasonably practicable, the Plan of Reorganization, the Disclosure Statement and the Settlement Motion (each as defined in the Plan Support Agreement), (ii) file, as soon as reasonably practicable, motions seeking approval of the Company’s and EFIH’s entry into and performance under the Backstop Agreement and this Agreement; (iii) file on or before the day that is twenty-eight (28) days after the Debtors’ execution of the Plan Support Agreement, the Supplemental Ruling Request (as defined in the Plan Support Agreement) pursuant to the Plan Support Agreement; and (iv) take all steps reasonably necessary or desirable to obtain orders of the Bankruptcy Court (A) on or before September 30, 2015, approving the Company’s and EFIH’s entry into and performance under the Plan Support Agreement, (B) on or before October 31, 2015, approving the Disclosure Statement, and (C) on or before December 15, 2015, confirming the Plan of Reorganization and approving the Settlement Agreement (as defined in the Plan Support Agreement) and the Debtors’ entry into and performance under the Settlement Agreement, the Backstop Agreement and this Agreement, in each case subject to any extensions to such dates requested in accordance with Section 11 of the Plan Support Agreement.
(b) The Debtors shall use commercially reasonable efforts to provide to Parent copies of all motions, filings, pleadings, other documents or proposed orders that the Debtors intend to file with the Bankruptcy Court relating to the Transaction Agreements or the Transactions (including the Plan of Reorganization) no less than three (3) Business Days in advance of such filing; provided, however, that all Parties acknowledge such three (3) Business Day period, as applicable, may not be reasonably practicable in all cases, and that in such cases the Debtors shall provide as much advance notice as is reasonably practicable. The Company and EFIH shall incorporate all reasonably requested comments of the Purchasers in such motions, filings and orders.
(c) In the event that any Order reasonably necessary to consummate the Transactions is appealed or a stay pending appeal is sought, subject to the parties’ respective rights to terminate this Agreement pursuant to Article VIII hereof, the Company, EFIH, Parent and OV2 shall use their respective reasonable best efforts to oppose the appeal or the stay pending appeal and seek the dismissal o...
Bankruptcy Court Matters. (a) On or before June 2, 2011, VVP Holdings LLC shall have commenced a case under chapter 11 of the Bankruptcy Code.
(b) Sellers and Buyer acknowledge that this Agreement and the sale of the Purchased Assets and the assignment and assumption of the Assumed Contracts and the Assumed 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 Purchased 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 shall use its reasonable best efforts to provide adequate assurance of future performance under the to-be-assigned leases and executory contracts.
(c) Sellers shall use their commercially reasonable efforts to have the Bankruptcy Court enter on or before June 17, 2011, 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, Sellers shall immediately notify Buyer of such appeal or stay request and shall promptly provide to Buyer 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.
(e) From and after the date hereof and prior to the Closing or the termination of this Agreement in accordance with Section 10.1, Sellers shall not take any action that is intended to result in, or fail to take any action the intent of which failure to act would result in, the reversal, voiding, modification or staying of the Bidding Procedures Order or the Sale Order.
Bankruptcy Court Matters. Laramie agrees that it will promptly take such actions as are reasonably requested by Delta to assist in obtaining a finding of adequate assurance of future performance by the Company; provided, however, in no event shall Delta, Laramie or the Company be required to agree to any amendment of this Agreement.
Bankruptcy Court Matters. Sellers shall give written notice to Purchaser prior to the submission of any motion in their Bankruptcy Cases to assume or reject any Designated Contracts together with a copy of the proposed Assumption Order, and, without the prior written consent of Purchaser, Sellers shall not assume or reject any Designated Contracts. Sellers shall promptly reject any Designated Contract that (i) Purchaser has designated as an Excluded Contract pursuant to a Contract Notice, (ii) has been deemed to be an Excluded Contract pursuant to Section 2.5(b) above or (iii) any Designated Contract that Purchaser has not designated as an Assigned Contract by the Designation Deadline (all such Designated Contracts being deemed to be Excluded Contracts for purposes of this Agreement). Any Designated Contracts that are rejected subject to Bankruptcy Court approval or are the subject of a rejection motion at the Designation Deadline, after complying with the provisions of this Section 2.5 shall constitute Excluded Contracts. Purchaser shall not have any obligation or liability with respect to Excluded Contracts from and after the earliest of: (x) delivery of such a Contract Notice, (y) after such Designated Contract has been deemed to be an Excluded Contract pursuant to Section 2.5(b) above or (z) after the Designation Deadline, as applicable.
Bankruptcy Court Matters. The Company agrees that it will promptly take such actions as are reasonably requested by Delta or Laramie to assist in obtaining the approval of the Bankruptcy Court to the Transaction, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court; provided, however, in no event shall Delta, Laramie or the Company be required to agree to any amendment of this Agreement.
