Bankruptcy Court Orders. The Companies shall have complied with the terms of all orders of the Bankruptcy Court in respect of the Investment, this Agreement and the Investment Agreement and Bidding Procedures Order upon and after the entry of any such order, except to the extent that any such failure to comply is not material to the Investor (or to the Creditors’ Committee, in the case of the payment described in Section 5.12 hereof).
Bankruptcy Court Orders. The Sale Approval Order shall have been entered, provided that approval by the Bankruptcy Court of the following conditions shall not be a condition precedent to the Sellers’ obligations to consummate the Proposed Transaction: (i) that certain Conclusion of Law set forth in Section II, Part E of the form Sale Approval Order, (ii) the first sentence of the ordering provision set forth in Section III, Part D of the form Sale Approval Order, (iii) the ordering provision set forth in Section III, Part E of the form Sale Approval Order, (iv) the ordering provision set forth in Section III, Part F of the form Sale Approval Order, (v) the last sentence of the ordering provision set forth in Section III, Part H of the form Sale Approval Order, (vi) the last sentence of the ordering provision set forth in Section III, Part L of the form Sale Approval Order, (vii) the ordering provision set forth in Section III, Part O of the form Sale Approval Order, (viii) the ordering provision set forth in Section III, Part P of the form Sale Approval Order and (ix) the ordering provision set forth in Section III, Part T of the form Sale Approval Order.
Bankruptcy Court Orders. The Confirmation Order has been entered by the Bankruptcy Court, and such order has not been stayed, reversed, modified or vacated on appeal.
Bankruptcy Court Orders. The Bankruptcy Court shall have entered the Sale Order and any other orders necessary to permit and consummate the transactions contemplated hereby, each such other order to be in form and substance reasonably satisfactory to Buyer and all such orders shall be Final Orders; provided, that it shall be a condition only to the obligations of Buyer, and shall not be a condition to the obligations of Sellers, that any order, including the Sale Order, be a Final Order.
Bankruptcy Court Orders. The Bankruptcy Court shall not have entered an Order (i) dismissing the Bankruptcy Case or converting the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code or (ii) materially inconsistent with this Agreement, the Amended Plan or the Confirmation Order in a manner adverse to ProMedica or QCP.
Bankruptcy Court Orders. (i) The Interim Financing Order shall cease to be in full force and effect and the Permanent Financing Order shall not have been entered prior to such cessation, or (ii) the Permanent Financing Order shall not have been entered by the Bankruptcy Court on or before October 5, 1997 or (iii) the Permanent Financing Order shall fail to contain findings, binding on all parties in interest (including any statutorily appointed committees) that (x) all Prepetition Obligations are valid and enforceable against the Borrowers, (y) all Liens granted by the Borrowers to secure the Prepetition Obligations are valid, enforceable and fully perfected, and (z) the liquidation value of the Collateral that was pledged to secure the Prepetition Obligations exceeds the outstanding amount of the Prepetition Obligations and that, upon the granting of the Replacement Liens (as defined in the Interim Financing Order) the liquidation value of the collateral securing the Prepetition Obligations exceeds the aggregate amount of the sum of the Prepetition Obligations plus the aggregate amount of all additional credit made available to Borrowers under this Credit Agreement (including Collateral pledged to secure both Prepetition Obligations and Postpetition Obligations) exceeds the aggregate amount of the Commitments; or (iv) from and after the date of entry thereof, the Permanent Financing Order shall cease to be in full force and effect, or (v) any Borrower shall fail to comply with the terms of the Interim Financing Order or the Permanent Financing Order in any material respect, or (vi) the Interim Financing Order or the Permanent Financing Order shall be amended, supplemented, stayed, reversed, vacated or otherwise modified (or any of the Borrowers shall apply for authority to do so).
Bankruptcy Court Orders. (a) The Seller hereby confirms that it is critical to the process of arranging an orderly sale of the Seller's assets to proceed by selecting the Purchaser to enter into this Agreement in order to present the Bankruptcy Court with arrangements for obtaining the highest realizable prices for the assets and that, without the Purchaser having committed substantial time and effort to such process, the estates of the Seller would have to employ a less orderly process of sale and thereby both incur higher costs and risk attracting lower prices. Accordingly, the contributions of the Purchaser to the process have indisputably provided very substantial benefit to the estates of the Seller. The Seller acknowledges that the Purchaser would not have invested the effort in negotiating and documenting this proposed transaction and incurring duties to pay its outside advisors if the Purchaser were not entitled to the Break-Up Fee and Reimbursement Expenses incurred as a result of the Purchaser's attempt to purchase the Acquired Assets, if the Purchaser is not the successful bidder for the Acquired Assets.
Bankruptcy Court Orders. The Sale Order shall be final and in full force and effect.
Bankruptcy Court Orders. The Sale Order shall have been modified such that the benefits and protections that inure to Buyer under the Sale Order will also inure to the benefit of Buyer’s permitted assigns and successors. In addition, the Sale Order or any amendment thereto shall be final and in full force and effect. Further, the Sale Order shall be modified as necessary to provide for the reimbursement to Buyer by a third party buyer under the terms and conditions set forth in Section 5.4 hereof.
Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file a motion with the Bankruptcy Court seeking an order approving, among other things, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser.
