Bankruptcy Court Order. The United States Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) shall have entered an order, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to, inter alia, Sections 105, 363 and 365 of the United States Bankruptcy Code, authorizing and approving, inter alia, the sale of the White Star Acquisition Properties to the Borrower on the terms and conditions set forth in the White Star Acquisition Documents, free and clear of all claims, liens and interests, and containing findings of fact and conclusions of law that the Borrower has acted in “good faith” within the meaning of Section 363(m) of the United States Bankruptcy Code in connection with the White Star Acquisition Documents, which order shall in any event provide that, on the First Amendment Effective Date and concurrently with the First Amendment Effective Date, the White Star Acquisition Properties shall be transferred to the Obligors free and clear of all then-existing claims, liens and interests including, without limitation, free and clear of Liens (including, for the avoidance of doubt, (a) free and clear of all successor liability and (b) free and clear of any and all liabilities, obligations, conditions, claims or other interests associated with the Excluded Contracts (as defined in the White Star Acquisition Documents) (it being understood and acknowledged that all firm transportation contracts applicable to the White Star Acquisition Properties shall be Excluded Contracts), and such sale order shall have become a Final Order. “Final Order” means an order or judgment of the United States Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order shall not prevent such order from being a Final Order.
Bankruptcy Court Order. The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the joinder and consent of the Agent, the Lenders and the Borrower.
Bankruptcy Court Order. (i) The Bankruptcy Court shall have entered an order in form and substance satisfactory to Purchaser that provides for, among other things: approval of the sale of the Assets to Purchaser pursuant to Bankruptcy Code Section 363; a finding that the sale of the Assets to Purchaser shall be free and clear of all liens, claims and encumbrances of any nature whatsoever; a finding that Purchaser purchased the Assets in good faith for the purposes of Bankruptcy Code Section 363(m); approval pursuant to Bankruptcy Code Section 365 of the assumption by Seller and assignment to Purchaser of each of the Business Contracts of Interscience; and (ii) the time for the filing of a motion for reconsideration or an appeal of the order approving this Agreement shall have passed and no such motion or appeal is pending, except however that (iii) Purchaser may waive the requirement of (ii) above and Seller agrees that in the event of such waiver, Seller will cooperate with Purchaser's requested Closing Date.
(b) In addition to the provisions of Section 5.010(a) above, the Bankruptcy Court order approving this Agreement and the sale of the Assets to Purchaser shall provide expressly that all rights of Seller to conduct its Xerox Laser Printer Maintenance Business acquired as successor to the rights of LSE, whether those rights are contractual or pursuant to court order, are assumed by Interscience and transferred and assigned to Purchaser without limitation pursuant to Bankruptcy Code Sections 363 and 365.
Bankruptcy Court Order. The Bankruptcy Court Order shall have been entered and shall be in full force and effect, and all conditions contemplated by the Bankruptcy Court Order to consummate the transactions contemplated hereby shall have been satisfied or waived.
Bankruptcy Court Order. The Bankruptcy Court shall have entered the Interim Order, certified by the Clerk of the Bankruptcy Court as having been duly entered, and the Interim Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Administrative Agent and the Requisite Lenders.
Bankruptcy Court Order. On the date of such Loan or issuance of such Letter of Credit, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall have been signed by the Bankruptcy Court, and the Agent shall have received a certified copy of the same and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the consent of the Agent and the Borrower.
Bankruptcy Court Order. An order of the Bankruptcy Court ---------------------- approving this Amendment and the terms and conditions hereof, such order to be in form and substance satisfactory to the Administrative Agent in its sole discretion, shall have been entered by the Bankruptcy Court, the Administrative Agent shall have received a true and complete copy of such order, and such order shall be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated absent prior written consent of the Administrative Agent.
Bankruptcy Court Order. Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers, on behalf of Sellers, to assist in obtaining the Bankruptcy Court Approval, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of demonstrating that Buyer is a "good faith" Buyer under Section 363(m) of the Bankruptcy Code. In the event the Bankruptcy Court Approval shall be appealed, Sellers shall use all reasonable efforts to defend such appeal.
Bankruptcy Court Order. The Company shall, within five (5) business days, after the execution of this Agreement by Buyer and the Company, seek (i) an order by the Bankruptcy Court authorizing a Section 363 Sale of the Sale Assets to Buyer free and clear of all liens, claims and encumbrances (except Permitted Encumbrances) in accordance with the terms and provisions hereof ("Final Order"); and (ii) an order approving the Bidding Procedures described in Section 9.3 of this Agreement ("Bidding Procedures Order").
Bankruptcy Court Order. The Company will use its reasonable efforts to obtain an order in form and in substance satisfactory to Parent, issued by the United States Bankruptcy Court for the Southern District of New York providing that following the Effective Time of the Merger, the Surviving Entity may issue shares of Parent Common Stock in lieu of shares of Company Common Stock to which certain general unsecured creditors would have been entitled prior to the Effective Time in satisfaction of their claims pursuant to the Debtors' Modified Second Amended Joint Plan of Reorganization dated October 21, 2003 (the "Bankruptcy Court Order"). In addition, the parties will cooperate with regard to the possibility of seeking an order to the effect that such shares of Parent Common Stock will be exempt from registration under the Securities Act pursuant to Section 1145(a) of the Bankruptcy Code.
