Bankruptcy Covenants Sample Clauses
Bankruptcy Covenants. (a) The Company shall promptly provide the Purchaser with proposed final drafts of all documents, motions, orders, filings or pleadings that the Company proposes to file with the Bankruptcy Court which relate to the approval or consummation of the Contemplated Transactions, this Agreement or any provision therein or herein, and will provide the Purchaser with reasonable opportunity to review and comment on such filings.
(b) Without limiting the generality of Section 5.9(a), the Sale Order shall acceptable in form and substance to the Purchaser and its counsel, including, without limitation, as to the adequacy of notice of the hearing or hearings on the Company's motion for approval of the Contemplated Transactions, the applicability of sections 363(f), 363(m) and 1146(c) of the Bankruptcy Code to the Contemplated Transactions, the satisfaction of all cure obligations, and the Purchaser's provision of adequate assurance of future performance of the Assumed Contracts and Assumed Leases.
(c) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Sale Order, the Company shall promptly after becoming aware thereof notify the Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Company shall 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, either of such orders and any related briefs. The Company shall also defend any such appeals or requests for stay of the Sale Order, but shall not be required to expend unlimited funds in doing so.
Bankruptcy Covenants. (a) As soon as practicable following the execution of this Agreement (and in no event later than December 5, 2003), Company shall, and shall cause each of the other Debtors to, file the Plan. As soon as practicable thereafter (and in no event later than December 18, 2003), Company shall, and shall cause each of the other Debtors to, file a Disclosure Statement with respect to the Plan. Thereafter, without the prior written consent of Purchaser, Company shall not, and shall cause each of the other Debtors not to, amend or modify any material provision of the Plan or the Disclosure Statement with respect to the business, operations, assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or withdraw the Plan or file any other plan of reorganization of the Debtors. Company shall, and shall cause each of the other Debtors to, promptly provide Purchaser with (i) proposed final drafts of all documents, motions, orders, filings, pleadings, supplements or amendments that Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Plan, this Agreement or any provision therein or herein, and will provide Purchaser with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statement. Company shall, and shall cause each of the other Debtors to, consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, as contemplated by the Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease or other executory contract. Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days after receipt of such pleadings by the Debtors) provide Purchaser with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors in connection with the Case after the date hereof.
(b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Orders or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide Purchaser with written notice (and copies) of any other or further notice of appeal, motion or a...
Bankruptcy Covenants. Notwithstanding anything in the Loan Documents to the contrary, the Borrower Parties shall comply with all covenants, terms and conditions and otherwise perform all obligations set forth in the DIP Orders.
Bankruptcy Covenants. (a) Notwithstanding anything herein to the contrary, the Company shall not, and shall cause each of the other Debtors not to, offer, agree to, or seek approval from the Bankruptcy Court for, and shall use their best efforts to object to any request by any other party for, any break-up fee, work fee, expense reimbursement or any other benefit or protection for any Person in connection with any proposed acquisition of or investment in any of the Debtors, other than (i) West, (ii) Investor, (iii) any Other Investor, and (iv) any other Person making an investment pursuant to Section 6.08(b); provided that (A) such other Person is purchasing at least $50,000,000 of New Common Stock on terms, and conditions, including without limitation purchase price, that are no more favorable to such other Person than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor and (B) without limitation of the preceding clause (A), any break-up or similar fee payable to such other Person shall not exceed three percent (3.0%) of the aggregate amount of financing to be provided by such other Person.
(b) Each of the Debtors agrees that if the Merger Agreement becomes the Approved Proposal (as defined in the Merger Agreement), it shall use its best efforts to cause any order approving the Approved Proposal to prohibit the Debtors (and any Person purporting to act on behalf of the estate of any Debtor) from violating the provisions of Section 4.4(a) of the Merger Agreement or from otherwise pursuing in any way any East Acquisition Proposal (as defined in the Merger Agreement) other than the Merger Agreement unless the Merger Agreement shall have previously been terminated in accordance with its terms.
(c) In connection with any proceedings in the Bankruptcy Court related to the Bidding Procedures (as hereinafter defined), the order approving the Approved Proposal or the transactions contemplated by the Merger Agreement or this Agreement (or any Qualified Competing Plan Proposal (as defined in the Bidding Procedures)) (a) the Company shall provide to Investor copies of all motions, objections, pleadings, notices, proposed orders and other documents that are filed by or on behalf of any Debtor as soon as reasonably practicable prior to filing thereof with the Bankruptcy Court and (b) West shall provide to Investor copies of all motions, objections, pleadings, notices, proposed orders and other documents that are filed by or on behalf of West as soo...
Bankruptcy Covenants. 17 ARTICLE VII CONDITIONS...........................................................................................18 Section 7.01 Conditions to Investor's Obligations...........................................................18 Section 7.02 Conditions to the Company's Obligations........................................................22 ARTICLE VIII TERMINATION.........................................................................................24 Section 8.01 Termination of Agreement.......................................................................24 Section 8.02 Effect of Termination..........................................................................25
Bankruptcy Covenants. (a) Seller shall promptly provide Purchaser with proposed final drafts of all documents, motions, orders, filings or pleadings that Seller proposes to file with the Bankruptcy Court which relate to the approval or consummation of the transactions contemplated hereby, this Agreement, or any provision therein or herein, and will provide Purchaser and its counsel with reasonable opportunity, but in any event not less than 48 hours before filing such papers, to review and comment on such filings.
(b) Without limiting the generality of Section 6.10(a) hereof, within three (3) business days after execution of this Agreement, Seller shall file with the Bankruptcy Court a motion and supporting papers (the "Procedures Motion") in substantially the form attached hereto as Exhibit A to this Agreement and satisfactory to Purchaser and its counsel, seeking the Bankruptcy Court's entry of an order (the "Procedures Order"), which shall include, without limitation, the following provisions (except as waived in writing or on the record at the hearing on the Procedures Motion by Seller and Purchaser):
(i) scheduling the date(s) for the auction and hearing (the "Sale Hearing") to consider entry of the Sale Order; and
(ii) the establishment of commercially reasonable bidding procedures and requirements regarding competing bids ("Competing Bids"), including (among other things) (x) a minimum initial incremental bidding requirement of not less than $750,000 greater overall value to Seller than that provided by the Proposed Transaction, (y) subsequent incremental bidding requirements of at least $200,000 in excess of the higher of (A) the last bid or (B) the initial Competing Bid amount, and (z) in the event a Competing Bid is chosen by Seller as the highest or best offer for the Purchased Assets pursuant to the requirements and provisions of the Procedures Order (an "Alternative Transaction"), payment to Purchaser of a break-up fee in the amount of $225,000 and expense reimbursement not to exceed $112,500, which payments shall constitute an administrative expense of Seller pursuant to section 503(b) of the Bankruptcy Code entitled to a first priority under section 507(a)(1) payable from the sales proceeds of any Alternative Transaction or from other sources.
(c) Seller shall take such steps necessary to schedule a hearing to approve the Procedures Order on reasonable notice sufficient to satisfy the conditions set forth herein, the requirements of the Bankruptcy Code and relate...
Bankruptcy Covenants. 21 5.10. Calculation of Cash Deficit and Cash Excess; Net Working Capital............................22
Bankruptcy Covenants. (a) In the event of the filing of any petition for bankruptcy relief filed by or against Borrower, any Guarantor or any other Loan Party, Loan Parties consent to the entry of, and shall not otherwise oppose, an order granting Lender relief from the automatic stay of Section 362 of the Bankruptcy Code and shall not assert or request any other party to assert that the automatic stay provided by Section 362 of the Bankruptcy Code shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights it has under the Loan Documents, or any other rights Lender has against any Loan Party or against any property owned by any Loan Party or part of a Loan Party’s bankruptcy estate.
(b) Loan Parties shall not seek or request any other party to seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights they have under the Loan Documents, or any other rights Lender has against any Loan Party or any Collateral Property.
(c) Loan Parties further acknowledge and agree that Lender, as a material inducement to enter into this Agreement, has specifically bargained for the concessions set forth in this Section 9 and that this Agreement may be deemed conclusive evidence as to such negotiated ongoing intention of Loan Parties and that it is intending to remain the primary element in determining if cause exists for granting such concessions.
(d) For the avoidance of doubt, references to Lender herein shall be deemed to include the Collateral Agent.
Bankruptcy Covenants. (a) The Seller shall promptly provide the Buyer with (i) proposed final drafts of all documents, motions, orders, filings or pleadings that the Seller proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Plan, this Agreement or any provision therein or herein, and will provide the Buyer with reasonable opportunity to review such filings and (ii) copies of any written objections to the Plan or Disclosure Statement.
(b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Order or the Order of the Bankruptcy Court approving the Disclosure Statement, the Seller shall promptly after becoming aware thereof notify the Buyer of such notice of appeal, request for a stay pending appeal or motion for reconsideration. The Seller shall also provide the Buyer 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, either of such orders and any related briefs.