Bankruptcy Process Sample Clauses

Bankruptcy Process. (a) Seller and Purchaser acknowledge and agree that this Agreement, the sale of the Purchased Assets and the Transactions are subject to higher or otherwise better bids (in accordance with the Bidding Procedures) and Bankruptcy Court approval. Purchaser and Seller acknowledge that Seller must take reasonable steps to demonstrate that they have sought to obtain the highest or otherwise best offer for the Purchased Assets, including giving notice thereof to the creditors of Seller and other interested parties, providing information about Seller’s business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction (the “Auction”). (b) The bidding procedures to be employed with respect to this Agreement and any Auction will be those reflected in the Bidding Procedures Order, which will be in a form and substance reasonably acceptable to the Parties. Purchaser agrees to be bound by and accept the terms and conditions of the Bidding Procedures Order as entered by the Bankruptcy Court. Purchaser agrees and acknowledges that (i) following the Bankruptcy Court’s entry into the Bidding Procedures Order, Seller and its Affiliates will be permitted, and will be permitted to cause their Representatives, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to Purchaser and its Affiliates, agents and Representatives). The obligations of Seller (if any) to pay the Expense Reimbursement and Break Up Fee (i) shall be entitled to administrative expense claim status under Sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code; (ii) shall not be subordinate to any other administrative expense claim against the Seller; and (iii) shall survive the termination of this Agreement in accordance with Section 4.6. (c) Purchaser will provide adequate evidence and assurance under the Bankruptcy Code of the future performance by Purchaser of each Purchased Contract. Purchaser will, and will cause its Affiliates to, reasonably promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of futur...

Bankruptcy Process. (a) The Sellers covenant and agree that if the Sale Order is entered, the terms of any plan submitted by the Sellers to the Bankruptcy Court for confirmation shall not conflict with, supersede, abrogate, nullify, modify, or restrict the terms of this Agreement and the rights of Buyer or any Designated Buyer hereunder, or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement, including any transaction that is contemplated by or approved pursuant to the Sale Order. (b) Sellers shall file with the Bankruptcy Court a motion seeking entry of the Sale Order, including the approval of this Agreement and the sale of the Purchased Assets to Buyer and/or the relevant Designated Buyers on the terms and conditions hereof. Sellers shall deliver to Buyer prior to filing, and as early in advance as is practicable to permit adequate and reasonable time for Buyer and its counsel to review and comment, a draft of such motion, and such motion when filed by Sellers with the Bankruptcy Court shall be reasonably acceptable to Buyer. (c) If the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed or petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto, the Sellers agree to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion and Buyer agrees to cooperate in such efforts, and each Party agrees to use its reasonable efforts to obtain an expedited resolution of such appeal; provided that the absence of an appeal of the Sale Order shall not be a condition to any Party’s obligation to consummate the transactions contemplated hereby at the Closing.

Bankruptcy Process. Nothing contained in this Agreement shall be deemed to limit in any manner the ability of any Debtor to take any position before or make any motion to the Bankruptcy Court in connection with the Chapter 11 Proceeding; provided, however, that no Debtor shall take any such position or make any such motion in support of any action or inaction by such Debtor that would constitute a breach of any covenant of the Company contained in this Agreement.

Bankruptcy Process. The U.S. Shipping Entities hereby agree that, no later than three business days after the Exchange Date (as defined herein), the U.S. Shipping Entities will file with the Bankruptcy Court the Chapter 11 Petitions and all other documents necessary to commence the Chapter 11 Cases (the date on which such filing occurs the “Filing Date”). On the Filing Date, or as soon as practicable thereafter, the U.S. Shipping Entities will file with the Bankruptcy Court the Disclosure Statement and the Acceptable Plan.

Bankruptcy Process. As Trustee to a debtor under the Bankruptcy Code, Seller is obligated to and shall consider any higher or better offers to purchase the Acquired Assets. Nothing in this Agreement shall be deemed to preclude Seller and the Trustee’s professionals from continuing to market, promote and offer the Acquired Assets until the entry of the Sale Order, including advertising, execution of confidentiality agreements and participation in discussions, negotiations and agreements with third parties. If other interested potential purchasers are identified by the Trustee that may offer higher or better terms for the purchase of the Acquired Assets, the Trustee shall conduct an auction materially in accordance with the bidding procedures approved by order of the Bankruptcy Court. In the event an alternative purchaser is identified that in the Trustee’s sole discretion may provide more value to the estate through an acquisition, merger or other transaction, the Trustee may withdraw the motion filed with the Bankruptcy Court seeking approval of this Agreement and such withdrawal shall not be a Default under this Agreement nor give rise to any claims by Buyer against the Trustee, his representatives or Seller, the estate, its officers or employees nor to any liability of Trustee, his representatives or Seller, the estate, its officers or employees, of any nature whatsoever except for return of Buyer’s good faith Deposit.

Bankruptcy Process. The Company hereby agrees to use commercially reasonable efforts to obtain confirmation of the Plan as soon as reasonably practicable in accordance with the Bankruptcy Code, and on terms consistent with this Agreement, and each Consenting Holder shall use its commercially reasonable efforts to cooperate in that regard; provided, however, that the Company, the Agent, at the direction of the Required Consenting Senior Secured Debt Holders and the Required Consenting Note Holders may from time to time mutually agree in writing to further extend any time period or deadline set forth herein. The Company and each Consenting Holder shall take all commercially reasonable necessary and appropriate actions to achieve confirmation of the Plan.

Bankruptcy Process. 13 Section 5.1 Bankruptcy Filing.................................................... 13 Section 5.2 Plan of Reorganization and Related Documents......................... 13 Section 5.3 Support of the Plan.................................................. 14

Bankruptcy Process. (a) UCommencement of the Chapter 11 CasesU. Each Basic Party hereby agrees that, as soon as reasonably practicable, but in no event later than 11:59 p.m. prevailing Eastern Time on October 25, 2016 (the date on which such filing occurs, the “Commence... (b) UFiling of the Basic PlanU. On the Commencement Date, the Basic Parties shall file the Basic Plan along with the Disclosure Statement. (c) UConfirmation of the Basic PlanU. The Basic Parties shall use reasonable best efforts to obtain confirmation of the Basic Plan as soon as reasonably practicable following the Commencement Date in accordance with the Bankruptcy Code and on terms co...

Bankruptcy Process. The Company hereby agrees to use reasonable best efforts to file the Plan with the Bankruptcy Court and obtain confirmation of the Plan as soon as reasonably practicable in accordance with the Bankruptcy Code and on terms consistent with this Agreement, the Plan and the other Approved Plan Documents, and each Supporting Party shall use reasonable best efforts to cooperate in that regard.

Bankruptcy Process. 8 Section 7.1