Bankruptcy Court's Approval of Sale Sample Clauses

Bankruptcy Court's Approval of Sale. Promptly following the Execution Date, and contemporaneously with the filing of the Sale Procedure Motion, Seller shall file a motion with the Bankruptcy Court (the "Sale Motion") requesting entry of an order (the "Approval Order"), said Sale Motion to be in form and content reasonably satisfactory to Buyer. Said Approval Order shall (i) approve the sale of the Property to Buyer on the terms and conditions set forth in this Agreement and authorize the Seller to proceed with this transaction, (ii) includes a specific finding that Buyer is a good faith purchaser of the Property, (iii) state that the sale of the Property to Buyer shall be free and clear of all liens, claims, interests and encumbrances whatsoever (except only for Assumed Liabilities as and to the extent expressly provided in this Agreement), and (iv) contain the provisions required by Section 3.6, approve the Seller's assumption and assignment pursuant to Section 365 of the Bankruptcy Code of all of the Real Property Lease and Related Agreements and all of the Other Leases and Contracts listed on Schedule 3.6, find void and unenforceable any provision which prohibits, restricts or conditions the assignment of any of the Real Property Lease and Related Agreements or any of the Other Leases and Contracts, find that the time to assume such has not expired and that such are in full force and effect and free from default (other than for specified cure amounts) and order the Seller to pay any cure amounts or accruals payable to the other parties to the foregoing (other than cure amounts to be paid by Buyer listed in Schedule 2.2.1) as a condition to such assumption and assignment. Following the filing of the Sale Motion, the Seller shall use reasonable efforts to obtain entry of the Approval Order. The Approval Order shall be entered by the Bankruptcy Court not later than 50 days (including non-business days) following the Execution Date, and the terms of the Approval Order shall comply with the terms of this Agreement and shall be in form and content reasonably satisfactory in all respects to the Buyer. Both Buyer's and Seller's obligations to consummate the transactions contemplated in this Agreement which the Buyer and Seller may hereafter enter into shall be conditioned upon the Bankruptcy Court's entry of the Approval Order and the satisfaction of the criteria therefor set forth above.
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Bankruptcy Court's Approval of Sale. Pursuant to the Sale Motion, Sellers shall seek entry of the Sale Approval Order and Sellers shall use reasonable best efforts to obtain entry of the Sale Approval Order. The Sale Approval Order shall not have been amended, modified, or supplemented from the form attached as Exhibit E without the written consent of Buyer and Sellers.
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Bankruptcy Court's Approval of Sale. Promptly following the Execution Date, and contemporaneously with the filing of the Sale Procedure Motion, Seller shall file a motion with the Bankruptcy Court in the form attached hereto as Exhibit H (the “Sale Motion”) requesting entry of an order (the “Approval Order”) which (i) approves the sale of the Assets to Buyer on the terms and conditions set forth in this Agreement and authorizes the Seller to proceed with this transaction, (ii) includes a specific finding that Buyer is a good faith purchaser of the Assets, (iii) finds that the Purchase Price represents fair consideration and reasonably equivalent value for the Assets, (iv) states that the sale of the Assets to Buyer shall be free and clear of all liens, claims, interests and encumbrances whatsoever (except as expressly provided in this Agreement), and (v) approves the Seller’s assumption and assignment of the pre-petition Leases and Contracts (including any Discretionary Agreements) pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code and provides for payment of allowed cure amounts consistent with this Agreement. Following the filing of the Sale Motion, the Seller shall use reasonable commercial efforts to obtain entry of the Approval Order without a stay as provided in Bankruptcy Rules 6004(g) and 6006(d). An Approval Order which is not stayed and which is no longer subject to appeal or further review is referred to herein as a “Final Approval Order.”. Both Buyer’s and Seller’s obligations to consummate the transactions contemplated in this Agreement which the Buyer and Seller may hereafter enter into shall be conditioned upon the Bankruptcy Court’s entry of the Final Approval Order.
Sample 1
Bankruptcy Court's Approval of Sale. Promptly following the Execution Date, and contemporaneously with the filing of the Sale Procedure Motion, Seller shall file a motion with the Bankruptcy Court (the "Sale Motion"), reasonably acceptable to Buyer, requesting entry of an order (the "Approval Order") which (i) approves the sale of the Property to Buyer on the terms and conditions set forth in this Agreement and the agreements and instruments contemplated hereby and authorizes Seller to proceed with the transactions contemplated hereby and thereby, (ii) includes a specific finding that Buyer is a good faith purchaser of the Property within the meaning of Section 363(m) of the Bankruptcy Code, and (iii) states that the sale of the Property to Buyer shall be free and clear of all liens, claims, interests and encumbrances whatsoever. Following the filing of the Sale Motion, Seller shall use reasonable efforts to obtain entry of the Approval Order and Seller shall use reasonable efforts to have the Approval Order provide that the transaction contemplated hereby shall be exempt from any law imposing a stamp or similar tax in accordance with Section 1146(c) of the Bankruptcy Code. Buyer shall use reasonable efforts to cooperate with and assist Seller in its efforts to obtain entry of the Approval Order.
Sample 1
Bankruptcy Court's Approval of Sale. Promptly following the Execution Date, and contemporaneously with or shortly after the filing of the Sale Procedures Motion, Sellers shall file a motion with the Bankruptcy Court (the "Sale Motion") requesting entry of an order (the "Approval Order"), in substantially the form and substance attached hereto as Exhibit D, pursuant to sections 363 and 365 of the Bankruptcy Code, approving the sale of the Purchased Assets to Buyer and the assumption and assignment to Buyer of the Assumed Contracts as listed on Schedule 1.2 (j), as such Schedule may be revised, modified or supplemented by Sellers prior to the Approval Hearing without any reduction in the Purchase Price, said Sale Motion to be in form and content reasonably satisfactory to Buyer. Said Approval Order shall (a) approve the sale of the Purchased Assets to Buyer on the terms and conditions set forth in this Agreement and authorize Sellers to proceed with this transaction, (b) include a specific finding that Buyer is a good faith purchaser of the Purchased Assets under section 363(m) of the Bankruptcy Code, (c) state that the sale of the Purchased Assets to Buyer shall be free and clear of all Claims and Liens, except any obligations and liabilities expressly assumed by Buyer, and (d) provide for a waiver of the stays contemplated by Bankruptcy Rules 6004(g) and 6006(d).
Sample 1
Bankruptcy Court's Approval of Sale. Promptly following the Execution Date, and contemporaneously with the filing of the Sale Procedure Motion, the Seller shall file a motion with the Bankruptcy Court (the "Sale Motion") requesting entry of an order (the "Approval Order") providing the following, unless specifically waived by the Buyer: 8 Make a finding that matters subject to this Agreement are "core" matters over which the Bankruptcy Court has jurisdiction pursuant to 28 U.S.C. Sections 1334 and 157; 10 Make a finding that the Purchase Price constitutes fair value for the Property; 11 Make a finding that the Property is being purchased by the Buyer in good faith and that the Purchase Price was not controlled by an agreement among potential bidders and otherwise complies with the requirements of Section 363(m) of the Bankruptcy Code;
Sample 1
Bankruptcy Court's Approval of Sale. In the event that the condition provided for in Section 8.4.1 above is either satisfied or waived (or deemed waived), Seller shall promptly, but not more than 10 days following the Sale Procedure Date, make a motion (the "Sale Motion") for an order (the "Sale Approval Order") from the Bankruptcy Court (which order shall be in form and substance acceptable to Buyer) which
Sample 1
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Bankruptcy Court's Approval of Sale. Promptly following the Execution Date, Seller shall file a motion with the Bankruptcy Court in a form reasonably acceptable to Buyer (the "Sale Motion") requesting entry of an order (the "Sale Order") which (i) approves the sale of the Assets to Buyer on the terms and conditions set forth in this Agreement and authorizes the Seller to proceed with this transaction, (ii) includes a specific finding that Buyer is a good faith purchaser of the Assets and entitled to the protections set forth in 11 U.S.C. §363 (m), and (iii) states that the sale of the Assets to Buyer shall be free and clear of all liens, claims, interests and encumbrances whatsoever. Following the filing of the Sale Motion, Seller shall use reasonable efforts to obtain entry of the Sale Order.
Sample 1

Related to Bankruptcy Court's Approval of Sale

  • Bankruptcy Court Approval (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

  • Bankruptcy Court Matters Promptly, copies of all pleadings, motions, applications, and other documents filed by any Credit Party with the Bankruptcy Court or distributed by any Credit Party to the office of the United States Trustee or to any official committee of creditors or interest holders.

  • 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 consent of the Agent and the Borrower.

  • Approval of Plans Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

  • Approval Order The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order.

  • Approval of Plan Approval of the Plan by the Commissioner of Internal Revenue as referred to in 17.1 means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 17.1 include, without limitation, the Department of Labor, the Pension Benefit Guaranty Corporation and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Court Approval This Agreement is subject to approval of the courts with respect to participating carriers in the hands of receivers or trustees.

  • APPROVAL OF PLANS AND SPECIFICATIONS The Plans and Specifications will conform to the requirements and conditions set out by applicable law or any effective restrictive covenant, and to all governmental authorities which exercise jurisdiction over the Leased Premises or the construction thereon.

  • Approval of Actions FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

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