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.
(b) Subject to the Seller's obligations to comply with any order of the Bankruptcy Court (including, without limitation, the Section 363 Order), the Seller and the Purchaser will promptly make any filings, take all actions and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated hereby.
(c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Section 363 Order, the Seller will immediately notify the Purchaser of such appeal or stay request and will provide to the Purchaser within two (2) Business Days a copy of the related notice of appeal or order of stay or application for reconsideration. The Seller will also provide the Purchaser with written notice and copies of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, any of such orders and any related briefs.
(d) The Seller will notify, as is required by the Bankruptcy Code (as modified by any order of the Bankruptcy Court) and reasonably requested by the Purchaser, all parties entitled to notice of all motions, notices and orders required to consummate the transactions contemplated by this Agreement, including, without limitation, the Section 363 Order, as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court.
Bankruptcy Court Orders. The Sale Approval Order shall have been entered and shall be in full force and effect on the Closing Date; provided that approval by the Bankruptcy Court of the following conditions shall not be a condition precedent to the Purchaser’s 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 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 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. 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. Each of (i) the Bankruptcy Court order approving the adequacy of the information set forth in the Disclosure Statement and (ii) the Confirmation Order has been entered by the Bankruptcy Court, is not subject to any applicable stay, is in full force and effect and has not been stayed, reversed, rescinded, vacated, modified or amended without the consent of the Required Lenders.
Bankruptcy Court Orders. The Interim Order or the Final Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended.
