Distribution Center Sale Order Sample Clauses

Distribution Center Sale Order. Promptly after the Effective Date, the parties shall use commercially reasonable efforts to obtain entry of an order by the Bankruptcy Court approving this Agreement (the “Distribution Center Sale Order”), which Distribution Center Sale Order shall be in form and substance satisfactory to Purchaser and shall provide, among other things, that the sale of the Property (i) is pursuant to section 363(f) of the Bankruptcy Code, free and clear of all liens, claims, encumbrances, interests, and rights of set-off, whether known or unknown, disputed, contingent, actual, or otherwise, arising prior to Closing (other than, in each case, Permitted Title Exceptions); (ii) authorizing consummation of the transactions contemplated hereby; (iii) containing a finding that the transactions contemplated by this Agreement are undertaken by Seller and Purchaser (solely in its capacity as such) at arm’s length, without collusion and in good faith by Purchaser within the meaning of section 363(m) of the Bankruptcy Code; (iv) providing that Purchaser will not be subject to successor liability for any claims or causes of action of any kind or character against Seller, whether known or unknown, unless expressly assumed pursuant to this Agreement; (v) authorizing Purchaser to freely own and operate the Property (subject to the terms of any Permitted Title Exceptions); (vi) providing that the Bankruptcy Court shall retain jurisdiction to hear any disputes arising in connection with the transactions contemplated by this Agreement; (vii) permitting Purchaser to waive, in its sole and absolute discretion, the 14-day stay period under Rule 6004(h) of the Bankruptcy Rules; and (viii) granting related relief. Purchaser shall promptly take all actions reasonably requested by the Debtors to assist in obtaining the Distribution Center Sale Order and any other order of the Bankruptcy Court reasonably necessary in connection with the transactions contemplated hereunder, including but not limited to (a) demonstrating that Purchaser is a “good faith” purchaser under the Bankruptcy Code; (b) demonstrating Purchaser’s ability to pay and perform or otherwise satisfy all obligations and liabilities to be assumed by Purchaser hereunder; and (c) appearing formally or informally in Bankruptcy Court if reasonably requested by the Debtors or required by the Bankruptcy Court in connection with the transactions contemplated hereunder and obtaining entry of the Distribution Center Sale Order.
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