Bidding Procedures Order and Sale Order Sample Clauses

Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered the Bidding Procedures Order on or prior to November 2, 2001 and the Sale Order within 50 days of the Petition Date, each of which shall have become Final Orders. The Sale Order shall be in form and substance reasonably acceptable to Purchaser and shall provide, among other things, (1) that Seller is authorized to convey to Purchaser all of its right, title, and interest in and to the Acquired Assets pursuant to Sections 105, 363(b) and 363(f) of the Bankruptcy Code, free and clear of all Liens (other than Permitted Liens and Assumed Liabilities), which Liens shall attach to the proceeds of the Sale under section 363(f) of the Bankruptcy Code; (2) that all other requirements and conditions under Sections 363 and 365 of the Bankruptcy Code for the assumption by Seller and assignment to Purchaser of each Assigned Contract have been satisfied and that all Assigned Contracts will be transferred to, and remain in full force and effect for the benefit of, Purchaser, notwithstanding any provision in such Assigned Contracts (including those described in sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer; (3) that all "cure" amounts necessary to cure monetary defaults under any such contract shall be made in the appropriate amounts by Seller except to the extent such "cure" amounts constitute Assumed Liabilities; (4) that Purchaser is deemed to have purchased the Acquired Assets, including the assignment of the Assigned Contracts, in good faith pursuant to Section 363(m) of the Bankruptcy Code so that the reversal or modification of the Sale Order does not affect the validity of the Sale to Purchaser of the Acquired Assets pursuant to the Sale Order; (5) that Seller is authorized and directed to execute, upon request by Purchaser, one or more assignments in form, substance, and number reasonably acceptable to Purchaser, evidencing the conveyance of the Acquired Assets to Purchaser; and (6) a general release by Seller and the bankruptcy estate to Purchaser at the time of Closing, including a release of successor liability, that specifically, upon Closing, Purchaser shall not be deemed to (i) be the successor of Seller, (ii) have, de facto or otherwise, merged with or into Seller, or (iii) be a mere continuation or substantial continuation of Seller or the enterprise of Seller. Nothing in this Section 7.1(i), or any other Section of this Agreement, shall preclude Seller or Purchaser fr...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser and (ii) the Sale Order in form and substance reasonably satisfactory to Purchaser. No stay of the Sale Order shall have been obtained before the eleventh day following the entry of the Sale Order.
Sample 1
Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered the Sale Order and Bidding Procedures Order, and such Orders shall be Final Orders in full force and effect and shall not have been stayed, vacated, reversed, amended, or modified (in the case of amendments or modifications, in a manner materially adverse to Buyer) without the consent of Buyer.
Sample 1
Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Buyer no later than July 13, 2001 and (ii) the Sale Order in form and substance reasonably satisfactory to Buyer no later than September 7, 2001. The Sale Order shall have become final and no stay of the Sale Order shall have been obtained before the eleventh day following the entry of the Sale Order. The Sale Order shall contain, inter alia, a finding by the Bankruptcy Court that the transactions contemplated hereby are in good faith and otherwise satisfy the provisions of Section 363, including Section 363 (m), of the Bankruptcy Code.
Sample 1
Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser no later than 30 days after the date of this Agreement, and (ii) the Sale Order (together with any related findings of fact or conclusions of law) in form and substance reasonably satisfactory to Purchaser no later than 53 days after the date of this Agreement. The Sale Order shall include the matters set forth in Section 6.2(q) and shall have become a Final Order. The Sale Order shall also contain (or be accompanied by) findings of fact and conclusions of law by the Bankruptcy Court that, among other things, find and conclude that (x) the transactions contemplated hereby are in good faith and otherwise satisfy the provisions of Sections 363 and 365, including Section 363 (m), of the Bankruptcy Code, (y) that the Heinz Agreement, except for the payment of the Expense Reimbursement and Break-Up Fee thereunder, has been terminated in full in accordance with its terms without a breach thereunder and otherwise in accordance with the Prior Bidding Procedures and (z) that Sellers have complied with the notice requirements of Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure and any applicable rules of the Bankruptcy Court with respect to the transactions contemplated by this Agreement.
Sample 1
Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser no later than 32 days after the filing of the Petition and (ii) the Sale Order in form and substance reasonably satisfactory to Purchaser no later than 32 days after the Bidding Procedures Order is entered by the Bankruptcy Court. The Sale Order shall have become final and non-appealable before the eleventh day following the
Sample 1

Related to Bidding Procedures Order and Sale Order

  • BIDDING PROCEDURES 4.1. Bidders have to login at EHSAN AUCTIONEERS SDN. BHD. Website using the same registered email 30 minute before Auction Time. 4.2. Bidders have to click VIEW BID SCREEN BUTTON beside the status to show the bidding screen. Once enter the bidding screen bidders will be on STANDBY MODE 30 minute before the auction started. 4.3. Bidding shall generally commence based on the sequence of the lot being shown on the EHSAN AUCTIONEERS SDN. BHD. website. However, the Auctioneer has the right to vary this sequence without notice. 4.4. It shall be the responsibility of registered E-Bidders to log in through the EHSAN AUCTIONEERS SDN. BHD. website to wait for their turn to bid for the property lot in which they intend to bid. 4.5. The Auctioneer has the right to set a new reserve price in the event there is more than 1 bidder. The reference to a "bidder” here includes E-Bidders as well as on-site bidders. 4.6. Auctioneer will announce the amount of incremental bid and the same will appear on the website prior to the commencement of the auction. 4.7. “Standby mode” is displayed, followed by a message stating “AUCTION STARTED”. Enter your BID by clicking “NEXT BID” button. 4.8. Each bid will be called for 3 times, “FIRST CALLING, “SECOND CALLING”, “FINAL CALL”. Registered E-Bidders may submit their bid at any of these stages of biddings by click the bid amount. 4.9. Any bid by the registered E-bidders shall not be withdrawn once entered. 4.10. In the event of any clarification, disruption or special situation, the Auctioneer may at his discretion decide to pause, postpone and/or call off the public auction. The E-bidders will be notified of this on the BIDDING SCREEN. 4.11. When system displays “NO MORE BIDS”, no further bids will be accepted by the Auctioneer, whether on-site or through the EHSAN AUCTIONEERS SDN. BHD. website. 4.12. The bidder with the highest bid shall be declared as successful bidder upon the fall of hammer. 4.13. The decision of the Auctioneer shall be final and binding on all on-site and/or E-bidders. 4.14. A successful bidder will be directed to a page where further directions are given in order to conclude the sale of the auction property. Please also refer to Part 5 below. 4.15. Unsuccessful E-Bidders will have the deposit paid processed to be refunded to the same bank account from which the deposit transfer was made within three (3) working days. 4.16. The information shown and/or prompted on the screen handled by the EHSAN AUCTIONEERS SDN. BHD. website regarding the public auction, particularly to the calling of bidding price during the bidding process and the declaration of successful bidder shall be final and conclusive.

  • Sale Order The Sale Order shall, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

  • BIDDING PROCEDURE 1.1 Sealed bid, (formal and informal), subject to Instructions and General Conditions and any special conditions set forth herein, will be received in the office of the Purchasing Division, 440 So. 8th St., Lincoln, NE 68508, until the bid closing date and time indicated for furnishing Lancaster County, hereinafter referred to as “County”, the materials, supplies, equipment or services shown in the electronic bid request. 1.2 Bidders shall use the electronic bid system for submitting bids and must complete all required fields. If you do not care to bid, please respond to the bid request and note your reason. 1.3 Identify the item you will furnish by brand or manufacturer’s name and catalog numbers. Also furnish specifications and descriptive literature if not bidding the specific manufacturer or model as listed in the specifications. 1.4 Any person submitting a bid for a firm, corporation, or other organization must show evidence of his authority so to bind such firm, corporation, or organization. 1.5 Bids received after the time and date established for receiving bids will be rejected. 1.6 The Bidders and public are invited, but not required, to attend the formal opening of bids. At the opening, prices will be displayed electronically and/or read aloud to the public. The pricing is also available for immediate viewing on-line. No decisions related to an award of a contract or purchase order will be made at the opening.

  • Bidding Process 3.1. Bidding shall generally commence based on the sequence of the lot being shown on the PAH Website. However the Auctioneer has the right to vary the sequence without having to give prior notice to the intended bidders. 3.2. It shall be the responsibilities of the E-bidders to login through PAH website to wait for the turn to bid for the property lot in which they intend to bid. 3.3. The Auctioneer has the discretion to set a new reserve price in the event that there is more than one (1) registered bidder. 3.4. The amount of incremental bid will appear on the website prior to the commencement of the auction. 3.5. Registered online Bidders shall start bidding online by pressing the BID Button using their own gadgets with internet connection. If your bid is the highest, it will be denoted by a Green Coloured Box otherwise it will be a Red Coloured Box The highest bid shall flash 10 seconds (subject to change) interval for four (4) times " Calling Once, Calling Twice, Last Call and Sold". E-bidders may submit their bid at any of these stages of biddings by pressing the BID button. The successful bidder's bid will be denoted by a green coloured screen. The highest bidder shall be declared as the successful purchaser upon the fall of the hammer. 3.6. In the event that there is no bid after forty(40) seconds from the time of commencement of the auction, the auction shall be aborted. 3.7. Any bid once entered by the registered online E-bidders shall be binding and the bid shall not be withdrawn or retracted in any manner whatsoever after the fall of the hammer. 3.8. Both the successful and unsuccessful bidders will be notified by the Auctioneer through the website and also via E-mail where further directions are given in order to conclude the sale of the auction property. 3.9. In the event of any dispute, the decision of the Auctioneer shall be final and binding on all bidders. 3.10. Unsuccessful E-bidders shall have the deposit refunded to the same bank account from which the deposit transfer was made within two (2) working days from the date of auction. 3.11. The information shown and/or prompted on the screen handled by the PAH website in regards to the auction in particular the increment of the bidding price during the bidding process and the declaration of the successful bidder shall be final and conclusive.

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

  • Interim Order As soon as reasonably practicable after the date of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

  • Bidding a. The Auctioneer reserves the right to regulate the bidding and shall have the sole right to refuse any bid or bids without giving any reason for such refusal. b. In the event that the auction comprises of more than one (1) property, the Auctioneer shall have the right to :- (i) Determine the order of sale; (ii) Offer the properties for sale either individually or collectively or in any combination or manner as determined by the Auctioneer; and/or (iii) Withdraw any of the properties from sale. c. The Auctioneer reserves the right to fix the amount of bid at the time the Property is put up for sale. Subject to the reserve price, the Auctioneer shall fix the sum to commence bidding and regulate the advance of each subsequent bid. d. The bidder shall follow the bidding procedure as provided in the Auctioneer’s Online Terms and Conditions. e. Each bid will be called for 3 times, “First Calling, “Second Calling”, “Final Call”. Bidders may submit their bid at any of these stages of biddings. When system displays “No More Bids”, no further bids will be accepted by the Auctioneer. f. No bid shall be less than the last previous bid and each bid shall be increased by a minimum amount to be determined by the Auctioneer at the time the Property is put up for sale. g. The Auctioneer shall have the absolute right to withdraw the Property for sale at any time before the fall of the hammer and either after or without declaring the reserve price. h. In case of any dispute as to any bid, the Auctioneer may at his own option forthwith determine the dispute or put the Property up for sale again at the reserve price or at the last undisputed bid or withdraw the Property from the auction sale. The Auctioneer’s decision therein shall be final and conclusive. i. Subject to these Conditions of Sale and particularly to the reserve price, the highest bidder being so allowed or determined by the Auctioneer shall be the Purchaser upon the fall of hammer.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

  • Preliminary Approval Order “Preliminary Approval Order” means the order of the Court preliminarily approving this Settlement Agreement.

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!