Entry of Orders By Bankruptcy Court Sample Clauses

Entry of Orders By Bankruptcy Court. The Bankruptcy Court shall have entered the Approval Order, and the Approval Order shall have become a Final Order and shall not have been vacated, stayed, or reversed, or modified, amended, or supplemented in any manner that has a Material Adverse Effect; provided, however, that it shall not be a condition to the Seller’s obligation to consummate the transactions contemplated by this Agreement that the Approval Order be a Final Order if the Approval Order is not a Final Order solely as a result of an appeal of the relief granted pursuant to the Approval Order, which appeal (a) does not challenge Purchaser’s good faith purchaser status under Section 363(m) of the Bankruptcy Code, (b) does not assert that the transactions contemplated by this Agreement are avoidable pursuant to, or otherwise violates, Section 363(n) of the Bankruptcy Code, and (c) has not resulted in a stay of the Approval Order; and
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Entry of Orders By Bankruptcy Court. The Bankruptcy Court shall have entered each of the Approval Order and the Supplemental Order, and each of the Approval Order and the Supplemental Order shall have become a Final Order and shall not then be vacated, stayed, or reversed, or modified, amended, or supplemented in any manner adverse in any material respect to Seller in its reasonable opinion."
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Entry of Orders By Bankruptcy Court. The Bankruptcy Court shall have entered the Approval Order, and the Approval Order shall have become a Final Order and shall not then be vacated, EXECUTION VERSION stayed, or reversed, or modified, amended, or supplemented in any manner adverse in any material respect to Purchaser in its reasonable opinion, and there shall not have been filed, with respect to the Approval Order, any motion to amend or make additional findings of fact, motion to alter or amend judgment, motion for rehearing or motion for new trial, request for stay, motion or petition for reconsideration, application or request for review, or other similar motion, application, notice or request, that shall not have been disposed of in a manner that upholds and affirms the Approval Order in all respects without the possibility of any further challenge thereto or appeal therefrom.
Sample 1
Entry of Orders By Bankruptcy Court. The Bankruptcy Court shall have entered the Approval Order (together with any related findings of fact or conclusions of law), and the Approval Order shall have become a Final Order and shall not have been vacated, stayed, reversed, modified, amended or supplemented; provided, however, that Purchaser may waive the condition of finality of the Approval Order in 57 Purchaser’s sole discretion. The Approval Order shall be substantially in the form attached hereto as Exhibit P or such other form as is reasonably acceptable to Purchaser and Seller, and shall approve the transactions contemplated hereby and the terms and conditions of this Agreement. The Approval Order shall, among other things: (i) contain a determination with respect to the amounts that pursuant to Bankruptcy Code section 365(b), as of the Closing Date, will be required to cure any default on the part of the Sellers under the Debtor Contracts or that will be otherwise due to the parties under the Debtor Contracts; (ii) authorize Seller and the other Debtor Sellers to assume the Debtor Contracts under Bankruptcy Code section 365(a) and to assign them to Purchaser or its Designated Affliliates under Bankruptcy Code section 365(f); (iii) find that notice of the hearing concerning approval of the transactions contemplated hereunder was given in accordance with the Bankruptcy Code and constitutes such notice as is appropriate under the particular circumstances under the Bankruptcy Code and in accordance with any other applicable Law, including but not limited to 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 the Agreement; (iv) find that Seller and the Debtor Sellers have the legal right and capacity to convey all right, title and interest of Seller and the Debtor Sellers in and to the Purchased Assets and Purchased Shares (other than those Purchased Assets and Purchased Shares owned by Non-Debtor Sellers); (v) find that the Purchaser or its Designated Affiliates are good faith purchasers entitled to the protections afforded by Bankruptcy Code Section 363(m); (vi) provide for the sale of the Purchased Assets and Purchased Shares free and clear of all liens, claims, interests and encumbrances, other than any Transferred Liens that are specifically assumed by Purchaser under this Agreement, with such Liens to attach to the consideration to be received by Seller in the same p...
Sample 1

Related to Entry of Orders By Bankruptcy Court

  • Bankruptcy Court Approval (a) Sellers shall use reasonable best efforts to obtain the Sale Order which shall, among other things, (i) determine that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine that Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize and direct Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liability.

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

  • Sale Order The Bankruptcy Court shall have entered the Sale Order and the Sale Order shall be a Final Order.

  • Court Orders ICANN will respect any order from a court of competent jurisdiction, including any orders from any jurisdiction where the consent or non-­‐objection of the government was a requirement for the delegation of the TLD. Notwithstanding any other provision of this Agreement, ICANN’s implementation of any such order will not be a breach of this Agreement

  • Court Approval This Agreement is subject to approval of the courts with respect to participating carriers in the hands of receivers or trustees.

  • Court Order By Seller or Buyer if consummation of the transactions contemplated hereby shall violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction;

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is approved at the Company Meeting in accordance with the terms of the Interim Order, the Company shall take all steps necessary to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 182 of the OBCA, as soon as reasonably practicable, but in any event not later than three Business Days, after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order.

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