Common use of Bankruptcy Court Orders Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lante Corp), Asset Purchase Agreement (Lante Corp)

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Bankruptcy Court Orders. (a) The Seller Debtor hereby confirms that it is critical to the process of arranging an orderly sale of the SellerDebtor'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 Acquired Assets and that, without the Purchaser having committed substantial time and effort to such process, the estates estate of the Seller Debtor 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 estate of the SellerDebtor. The Seller Debtor acknowledges that the Purchaser would not have invested the effort in negotiating and documenting this the proposed transaction Transactions and incurring duties to pay its outside advisors if the Purchaser were not entitled to the Break-Up 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 AssetsAssets or otherwise does not close on the Acquired Assets under the circumstances described herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (ReNewable Products LLC)

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Bankruptcy Court Orders. (a) The Seller Sellers hereby confirms confirm that it is critical to the process of arranging an orderly sale of the Seller's Sellers' 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 Sellers and Parent 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 SellerSellers. The Seller acknowledges Sellers acknowledge 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dt Industries Inc)

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