Confirmation Order and Plan Sample Clauses

Confirmation Order and Plan. The Confirmation Order shall have been entered by the Bankruptcy Court in form and substance Reasonably Satisfactory to the Backstop Purchasers, and shall be a Final Order. The Plan, as approved, and the Confirmation Order, as entered, in each case by the Bankruptcy Court shall be consistent with the requirements for the Plan and the Confirmation Order set forth in Section 5(b) of this Agreement, and the conditions to confirmation and the conditions to the effective date of the Plan shall have been satisfied or waived, with the Consent of the Backstop Purchasers in accordance with the Plan.
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Confirmation Order and Plan. The Company shall use its commercially reasonable efforts to obtain entry of the Confirmation Order as soon as reasonably practicable following the Commencement Date and on terms consistent with the Restructuring Support Agreement.
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Confirmation Order and Plan. (i) The Plan of Reorganization shall be in full force and effect and any amendments or waivers of the terms thereof shall be reasonably acceptable to the Lenders; (ii) The Bankruptcy Court shall have entered the Confirmation Order in form and substance satisfactory to the Syndication Agent and Collateral Monitoring Agent (it being acknowledged by the Syndication Agent and Collateral Monitoring Agent that the Confirmation Order entered by the Bankruptcy Court on April 3, 2002 was in form and substance satisfactory to them); the Confirmation Order shall be in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified (unless otherwise reasonably satisfactory to the Syndication Agent and Collateral Monitoring Agent); there shall be no appeal or petition for rehearing or certiorari pending in respect of the Confirmation Order or motion to revoke confirmation of the Plan of Reorganization, absent the consent of Syndication Agent and Collateral Monitoring Agent; and, unless Syndication Agent and Collateral Monitoring Agent in their sole discretion shall have otherwise agreed, the time to file any appeal or petition for rehearing or certiorari shall have lapsed; and (iii) The transactions contemplated by the Plan of Reorganization to be concluded on the Effective Date of the Plan of Reorganization (as defined in Section 1A(58) of the Plan) shall have been consummated substantially contemporaneously with the initial funding of the Term Loans on the Closing Date pursuant to documentation satisfactory to the Syndication Agent and Collateral Monitoring Agent. (iv) The Syndication Agent and Collateral Monitoring Agent shall have received satisfactory evidence that the Company's and each of its Subsidiaries' obligations with respect to the DIP Facilities have been terminated and discharged and any collateral in respect thereof released, other
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Confirmation Order and Plan. The Confirmation Order shall have been entered by the Bankruptcy Court and such Order shall be a Final Order. The Plan as approved and the Confirmation Order as entered in each case by the Bankruptcy Court shall (i) be consistent with the requirements for the Plan and the Confirmation Order set forth in this Agreement; (ii) contain releases and exculpation provisions reasonably acceptable to Xx. Xxxx and the Trusts; (iii) provide for continuing indemnification of Xx. Xxxx as an officer and director, and as a former officer and director, as applicable, of Syms, in each case in form and substance reasonably acceptable to Xx. Xxxx; and (iv) provide that the Debtors or Reorganized Syms, Reorganized Filene’s and the Estates (each as defined in the Plan), as the case may be, agree to indemnify and hold harmless Xx. Xxxx and the Tursts and their representatives, employees, agents, and attorneys (each a "Majority Shareholder Indemnitee") from and against any and claims, obligations, rights, suits, damages, causes of action, remedies and liabilities that any such Majority Shareholder Indemnitee may incur, have asserted against it or be involved in as a result of or arising out of or in any way related to the Plan, the Rights Offering, this Agreement, or the transactions contemplated hereby or thereby, including any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any of such Majority Shareholder Indemnitee is a party thereto, and to reimburse each of such Majority Shareholder Indemnitee within ten (10) days after demand for any legal or other expenses incurred in connection with any of the foregoing; provided however, that the foregoing indemnity shall not, as to any Majority Shareholder Indemnitee, apply to (A) claims, obligations, rights, suits, damages, causes of action, remedies and liabilities to the extent they have resulted from the willful misconduct or gross negligence of such Majority Shareholder Indemnitee; (B) claims, obligations, rights, suits, damages, causes of action, remedies and liabilities to the extent they have resulted from a breach or default by Xx. Xxxx and the Trusts under this Agreement; and (C) claims, obligations, rights, suits, damages, causes of action, remedies and liabilities asserted by a third party that is unrelated to the Plan, the Rights Offering, this Agreement, the Share Purchase Transaction (as defined in the Plan), or any other transactions cont...
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Confirmation Order and Plan. This Agreement is executed pursuant to the terms of the Confirmation Order and the Plan, and the liens and security interests in the Collateral granted herein to Secured Party shall have the priority as set forth in the Confirmation Order and the Plan as applicable. To the extent there is any conflict or inconsistency between this Agreement and the Confirmation Order or the Plan, the Confirmation Order or the Plan as applicable shall control.
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Related to Confirmation Order and Plan

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

  • Creation Orders After the Transfer Agent has received notification of a Submission from the Participant for a creation order for Shares which has been Deemed Received by the Transfer Agent as set forth below in Section IV, the Transfer Agent shall initiate procedures to transfer the requisite Shares through DTC and the DTC Participant and the Cash Component, if any, through the Federal Reserve Bank wire system so as to be received by the creator no later than on the third (3rd) Business Day following the Business Day on which the Submission is Deemed Received by the Transfer Agent.

  • Litigation; Orders There is no Proceeding (whether federal, state, local or foreign) pending or, to the knowledge of the Acquiror Company, threatened against or affecting the Acquiror Company or any of Acquiror Company’s properties, assets, business or employees. To the knowledge of the Acquiror Company, there is no fact that might result in or form the basis for any such Proceeding. The Acquiror Company is not subject to any Orders.

  • Termination – Orderly After receipt of a termination notice from the County of Orange, the Contractor may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Contractor. Upon termination County agrees to pay the Contractor for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract.

  • Pricing Information; Orders; Settlement (a) The Fund will make Fund shares available to be purchased by ING Life, and will accept redemption orders from ING Life, on behalf of each Account at the net asset value applicable to each order on those days on which the Fund calculates its net asset value (a "Business Day"). Fund shares shall be purchased and redeemed in such quantity and at such time determined by ING Life to be necessary to meet the requirements of those Contracts for which the Fund(s) serve as underlying investment media, provided, however, that the Board of Trustees of the Fund (hereinafter the "Trustees") may upon reasonable notice to ING Life, refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in the best interests of the shareholders of any Portfolio and in compliance with their fiduciary obligations under federal and/or any applicable state laws, necessary in the best interests of the shareholders of any Portfolio. (b) The Fund will provide to ING Life closing net asset value, dividend and capital gain information at the close of trading each day that the New York Stock Exchange (the "Exchange") is open (each such day a "Business Day"), and in no event later than 6:30 p.m. Eastern Standard time on such Business Day. ING Life will send via facsimile or electronic transmission to the Fund or its specified agent orders to purchase and/or redeem Fund shares by 9 a.m. Eastern Standard Time the following business day. Payment for net purchases will be wired by ING Life to an account designated by the Fund to coincide with the order for shares of the Fund. (c) The Fund hereby appoints ING Life as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares relating to the Contracts from Contract owners or participants. Orders from Contract owners or participants received from any distributor of the Contracts (including affiliates of ING Life) by ING Life, acting as agent for the Fund, prior to the close of the Exchange on any given business day will be executed by the Fund at the net asset value determined as of the close of the Exchange on such Business Day, provided that the Fund receives written (or facsimile) notice of such order by 9 a.m. Eastern Standard Time on the next following Business Day. Any orders received by ING Life acting as agent on such day but after the close of the Exchange will be executed by the Fund at the net asset value determined as of the close of the Exchange on the next business day following the day of receipt of such order, provided that the Fund receives written (or facsimile) notice of such order by 9 a.m. Eastern Standard Time within two days following the day of receipt of such order. (d) Payments for net redemptions of shares of the Fund will be wired by the Fund to an account designated by ING Life by 4:00 p.m. Eastern Standard Time on the same Business Day ING Life places an order to redeem Fund Shares. Payments for net purchases of the Fund will be wired by ING Life to an account designated by the Fund by 4:00 p.m. Eastern Standard Time on the same Business Day ING Life places an order to purchase Fund shares. Payments shall be in federal funds transmitted by wire. (e) In lieu of applicable provisions set forth in paragraphs 2(a) through 2(d) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV system in which case such activities will be governed by the provisions set forth in Exhibit I to this Agreement. (f) Each party has the right to rely on information or confirmations provided by the other party (or by any affiliate of the other party), and shall not be liable in the event that an error is a result of any misinformation supplied by the other party (g) The Fund and Distributor shall indemnify and hold ING Life harmless, from the effective date of this Agreement, against any amount ING Life is required to pay to Contract owners or participants due to: (i) an incorrect calculation of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or capital gain distribution rate of a Fund, upon written notification by ING Life, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be liable to ING Life for systems and out of pocket costs incurred by ING Life in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Fund's or the Distributor's failure to provide timely or correct net asset values, dividend and capital gains or financial information. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected. (h) ING Life agrees to purchase and redeem the shares of the Funds named in Schedule B offered by the then current prospectus and statement of additional information of the Fund in accordance with the provisions of such prospectus and statement of additional information.

  • Commission Orders If the Commission shall issue any stop order or any other order preventing or suspending the use of the Prospectus, or shall institute any proceedings for that purpose, then the Company will promptly notify the Dealer Manager and use its commercially reasonable efforts to prevent the issuance of any such order and, if any such order is issued, to use commercially reasonable efforts to obtain the removal thereof as promptly as possible.

  • Redemption Orders In the case of Day 1 Trades that constitute a net redemption (including exchanges) Order, the Fund or its designee will arrange for a federal funds wire transfer of the net redemption amount to a custodial account designated by the Company on Day 2, or in no instance later than the time provided for in the applicable Portfolio’s Prospectus.

  • 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.

  • DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES Contractor shall provide Authorized Users with electronic copies of the Contract, including price lists and Appendices, upon request. Contract Updates will be handled as provided in Appendix C – Contract Modification Procedures.

  • Change Orders and Contract Amendments 33.1 The Procuring Entity may at any time order the Supplier through notice in accordance GCC Clause 8, to make changes within the general scope of the Contract in any one or more of the following: a) drawings, designs, or specifications, where Goods to be furnished under the Contract are to be specifically manufactured for the Procuring Entity; b) the method of shipment or packing; c) the place of delivery; and d) the Related Services to be provided by the Supplier. 33.2 If any such change causes an increase or decrease in the cost of, or the time required for, the Supplier's performance of any provisions under the Contract, an equitable adjustment shall be made in the Contract Price or in the Delivery/Completion Schedule, or both, and the Contract shall accordingly be amended. Any claims by the Supplier for adjustment under this Clause must be asserted within twenty-eight (28) days from the date of the Supplier's receipt of the Procuring Entity's change order. 33.3 Prices to be charged by the Supplier for any Related Services that might be needed but which were not included in the Contract shall be agreed upon in advance by the parties and shall not exceed the prevailing rates charged to other parties by the Supplier for similar services.