Common use of Bankruptcy Court Orders Clause in Contracts

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. In accordance with Section 7.16(c) of the Bankruptcy Plan, the Seller Parties shall cause the Dissolution Trustee to, within one (1) Business Day following the date of execution of this Agreement by the parties, file a motion, which shall include a complete and fully-executed copy of this Agreement as an exhibit thereto, with the Bankruptcy Court seeking approval of the transactions contemplated hereby and/or, to the extent required by the Bankruptcy Court, recommendations as to findings of fact and conclusions of law with respect to this Agreement and the transactions contemplated hereby to be considered and adopted by the District Court (the “Bankruptcy Court Motion”). The Bankruptcy Court Orders shall (unless such action has been previously approved by separate final order of the Bankruptcy Court) approve: (i) The Interim Financing Order shall cease to be in full force the form and effect and manner of notice of the Permanent Financing Order shall not have been entered prior to such cessation, or Bankruptcy Court Motion; (ii) the Permanent Financing Order shall not have been entered by the Bankruptcy Court on or before October 5, 1997 or Seller Parties’ performance under this Agreement; (iii) the Permanent Financing Order shall fail to contain findingsTermination Fee, 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 such fee and the Prepetition Obligations and that, upon circumstances under which 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 Parties would become obligated to Borrowers under this Credit Agreement (including Collateral pledged to secure both Prepetition Obligations and Postpetition Obligations) exceeds the aggregate amount of the Commitmentspay such fee; or (iv) from and after the date of entry thereof, the Permanent Financing Order shall cease to be in full force and effect, or Intercompany Merger; (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 Bank Merger; (vi) the Interim Financing Order or the Permanent Financing Order shall be amended, supplemented, stayed, reversed, vacated or otherwise modified (or any delivery of the Borrowers shall apply for authority Cash Consideration to do so)LFG upon conversion of Outstanding Bank Common Shares as a result of the Interim Bank Merger and the Specified Loans, and any proceeds thereof, in each case free and clear of any and all Liens of any Person, in accordance with the Bankruptcy Plan; (vii) the transfer of the Cash Consideration and the Specified Loans from the Dissolution Trustee to the LFG Trustee in accordance with the Bankruptcy Plan, free and clear of any and all liens and (viii) Acquiror as a good faith purchaser under Section 363 of the Bankruptcy Code.

Bankruptcy Court Orders. (a) On October 17, 2002, the Seller filed a motion or motions with the Bankruptcy Court seeking on an expedited basis an order approving, among other things, the Sale Procedures in connection with the Seller's request to sell and assign, as applicable, the Purchased Assets and the Assumed Liabilities to the Purchaser pursuant to the Original Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Assets (including any and all "claims and interests" in the assets within the meaning of Section 363(f) of the Bankruptcy Code), such that the Purchaser will not, among other things, incur any liability as an alleged successor to the Purchased Business (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing"), establishing notice and service requirements to creditors and parties in interest of the Proposed Sale, approving the Break-up Fee and Expense Reimbursement contemplated hereby, establishing a deadline for submission of competing bids for the Purchased Assets, and establishing thresholds for initial and subsequent overbids, and setting a date for the Sale Hearing (the "Sale Procedures Order", and the hearing to consider approval of the Sale Procedures Order, the "Sale Procedures Hearing"). The Sale Procedures Order provided that the Seller shall consider a Competing Transaction to be a "higher or better" offer only if such Competing Transaction meets the following requirements (an "Overbid"): (i) The Interim Financing Order the Overbid shall cease consist of an agreement in a form substantially similar to be this Agreement, marked to show any changes thereto, that contains terms and conditions, taken as a whole, no less favorable to the Seller than those contained in full force and effect and the Permanent Financing Order shall not have been entered prior to such cessation, or this Agreement; (ii) the Permanent Financing Order initial Overbid shall not have been entered by be at least $100,000 higher than the Bankruptcy Court on or before October 5, 1997 or Purchase Price; (iii) the Permanent Financing Order shall fail Overbid must be accompanied by a deposit of at least $500,000 to contain findings, binding on all parties be held 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 Commitmentsescrow; or (iv) from and after the date of entry thereof, Person submitting such Overbid shall provide written evidence reasonably satisfactory to the Permanent Financing Order shall cease Company demonstrating that such bidder has the financial ability to be in full force and effect, or (v) any Borrower shall fail to comply with consummate the terms proposed purchase of the Interim Financing Order or Purchased Assets at 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)Overbid amount.

Bankruptcy Court Orders. (a) Within one (1) Business Day following full the execution and delivery of this Agreement, the Seller shall file a motion or motions with the Bankruptcy Court seeking on an expedited basis an order approving, among other things, the Sale Procedures in connection with the Seller's request to sell and assign, as applicable, the Purchased Assets and the Assumed Liabilities to the Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Assets (including any and all "claims and interests" in the assets within the meaning of Section 363(f) of the Bankruptcy Code), such that the Purchaser will not, among other things, incur any liability as an alleged successor to the Purchased Business (the "PROPOSED SALE", and the hearing to consider approval of the Proposed Sale, the "SALE HEARING"), establishing notice and service requirements to creditors and parties in interest of the Proposed Sale, approving the Break-up Fee and Expense Reimbursement contemplated hereby, establishing a deadline for submission of competing bids for the Purchased Assets, and establishing thresholds for initial and subsequent overbids, and setting a date for the Sale Hearing (the "SALE PROCEDURES ORDER", and the hearing to consider approval of the Sale Procedures Order, the "SALE PROCEDURES HEARING"). The Sale Procedures Order shall provide that the Seller shall consider a Competing Transaction to be a "higher or better" offer only if such Competing Transaction meets the following requirements (an "OVERBID"): (i) The Interim Financing Order the Overbid shall cease consist of an agreement in a form substantially similar to be this Agreement, marked to show any changes thereto, that contains terms and conditions, taken as a whole, no less favorable to the Seller than those contained in full force and effect and the Permanent Financing Order shall not have been entered prior to such cessation, or this Agreement; (ii) the Permanent Financing Order initial Overbid shall not have been entered by be at least $675,000 higher than the Bankruptcy Court on or before October 5, 1997 or Purchase Price; (iii) the Permanent Financing Order shall fail Overbid must be accompanied by a deposit of at least $500,000 to contain findings, binding on all parties be held 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 Commitmentsescrow; or (iv) from the Overbid shall provide for the purchase of not less than all of the Purchased Assets; and after the date of entry thereof, the Permanent Financing Order shall cease to be in full force and effect, or (v) any Borrower the Person submitting such Overbid shall fail provide written evidence reasonably satisfactory to comply with the terms Company demonstrating that such bidder has the financial ability to consummate the proposed purchase of the Interim Financing Order or Purchased Assets at 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)Overbid amount.

Bankruptcy Court Orders. An interim order of the Bankruptcy Court approving Amendment No. 4 to this Agreement acceptable to the Agent in its sole discretion (ithe "INTERIM AMENDMENT NO. 4 ORDER") The Interim Financing Order shall cease to have been entered, shall be in full force and effect effect, and the Permanent Financing Order shall not have been entered stayed, amended, modified, reversed, vacated or rescinded in any respect without the prior written consent of the Agent and the Required Lenders; PROVIDED, that at the time of the making of any Tranche B Loan the aggregate amount of which, when added to such cessationthe sum of the principal amount of all Tranche B Loans then outstanding, or would exceed the amount authorized by the Interim Amendment No. 4 Order (ii) the Permanent Financing Order "ADDITIONAL TRANCHE B CREDIT"), a final order of the Bankruptcy Court approving Amendment No. 4 to this Agreement acceptable to the Agent in its sole discretion (the "FINAL AMENDMENT NO. 4 ORDER" and, together with the Interim Amendment No. 4 Order, the "AMENDMENT NO. 4 ORDERS"), which, in any event, shall not have been entered by the Bankruptcy Court on or before October 5no later than September 25, 1997 or (iii) 2000, shall have been entered, and at the Permanent Financing time of the extension of any Additional Tranche B Credit the Final Amendment No. 4 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 and shall fail to comply with the terms of the Interim Financing Order or the Permanent Financing Order in any material respectnot have been stayed, or (vi) the Interim Financing Order or the Permanent Financing Order shall be amended, supplemented, stayedmodified, reversed, vacated or otherwise modified (rescinded in any respect without the prior written consent of the Agent and the Required DIP Lenders; and if either of the Amendment No. 4 Orders is the subject of a pending appeal in any respect, neither the making of the Tranche B Loans nor the performance by the Borrower or any Guarantor of any of their respective obligations under any of the Borrowers Loan Documents in respect of the Tranche B Loans shall apply for authority to do so)be the subject of a presently effective stay pending appeal.