GRANTING RELATED RELIEF. This matter is before the Court on the Debtors’ Motion for Orders (A)(I) Authorizing and Approving Bidding Procedures; (II) Approving Notice Procedures: (III) Scheduling an Auction and Sale Approval Hearing; and (IV) Approving Procedures for Assumption and Assignment of Executory Contracts and Unexpired Leases and Determining Cure Amounts and (B)(I) Authorizing the Sale of Substantially all of the Debtors’ Assets Free and Clear of All Claims, Liens, Rights, Interests and Encumbrances; (II) Approving the Successful Bidder APA; and (III) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Lease [Docket No. 29] (the “Motion”)1; and the Court having entered an order approving the Bidding Procedures and granting certain related relief on April 2, 2019 [Docket No. 115] (the “Sale permitted assignee under the APA) (the “Buyer”) having been deemed the Successful Bidder (as defined in the Bidding Procedures) by the Debtors pursuant to the Sale Procedures Order; and the 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA (as defined below). 1" = "1" "05/20/2019 SL1 1587149v2 113308.00001" "" 05/20/2019 SL1 1587149v2 113308.00001 Court having conducted a hearing on the Motion on May 22, 2019 (the “Sale Hearing”) at which time all interested parties were offered an opportunity to be heard with respect to the Motion; and the Court having reviewed and considered the Motion, declarations and other evidence submitted in support thereof, the Asset Purchase Agreement, dated as of May 22, 2019 by and among the Debtors and the Buyer (as amended, supplemented or otherwise modified, together with all exhibits and annexes thereto, the “APA”),2 the Sale Procedures Order, and the record of the hearing before the Court on May 22, 2019; and having heard statements of counsel and the evidence presented in support of the relief requested in the Motion at the Sale Hearing; and due notice of the Motion, the Asset Purchase Agreement and the Sale Procedures Order having been provided; and having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their stakeholders and all other parties in interest; and the Court having jurisdiction over this matter; and the legal and factual bases set forth in the Motion and at the Sale Hearing establishing just cause for the relief granted herein; and after due deliberation thereon, THE COURT HEREBY FINDS AND DETERMINES THAT:
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GRANTING RELATED RELIEF. This matter is before the Court on the Debtors’ Motion for Orders (A)(I) Authorizing and Approving Bidding Procedures; (II) Approving Notice Procedures: (III) Scheduling an Auction and Sale Approval Hearing; and (IV) Approving Procedures for Assumption and Assignment of Executory Contracts and Unexpired Leases and Determining Cure Amounts and (B)(I) Authorizing the Sale of Substantially all Upon consideration of the Debtors’ Assets Free and Clear of All Claims, Liens, Rights, Interests and Encumbrances; motion (IIthe “Motion”) Approving the Successful Bidder APA; and (III) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Lease [Docket No. 2928] of American Safety Razor Company, LLC (“ASR”) and its affiliated debtors and debtors-in-possession (collectively, the “Motion”)1; and Debtors”) in the Court having entered above-captioned chapter 11 cases (collectively, the “Bankruptcy Cases”) for entry of an order approving the Bidding Procedures and granting certain related relief on April 2, 2019 [Docket No. 115] (the “Sale permitted assignee under Order”), among other things: (i) approving the APA) sale (the “BuyerSale”) of the Purchased Assets2 free and clear of all Claims and Encumbrances (other than Permitted Encumbrances and Assumed Liabilities), (ii) authorizing the assumption and assignment of the Assigned Contracts in connection therewith, and (iii) granting other related relief; and, after the conclusion of the Auction, the Court having been deemed determined that the Successful Bidder asset purchase agreement substantially in the form attached hereto as Exhibit A (as defined in may be amended, the Bidding Procedures“Purchase Agreement”) by the Debtors pursuant to the Sale Procedures Order; and the 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA (as defined below). 1" = "1" "05/20/2019 SL1 1587149v2 113308.00001" "" 05/20/2019 SL1 1587149v2 113308.00001 Court having conducted a hearing on the Motion on May 22, 2019 between ASR (the “Sale HearingSeller”) at which time all interested parties were offered an opportunity to be heard with respect to and Acquisition Company LLC (the Motion“Purchaser”) is the Successful Bid and the Purchaser is the Successful Bidder; and the Court having reviewed and considered the Motion, declarations and other evidence submitted in support thereof, the Asset Purchase Agreement, dated as of May 22, 2019 by and among the Debtors and the Buyer (as amended, supplemented or otherwise modified, together with all exhibits and annexes thereto, the “APA”),2 the Sale Procedures Order, and the record of the hearing before the Court on May 22, 2019; and having heard statements of counsel and the evidence presented in support of the relief requested in the Motion at the Sale Hearing; and due notice of the Motion, the Asset Purchase Agreement and the Sale Procedures Order having been provided; and having determined it appearing that the relief requested in the Motion is in the best interests of the Debtors, their ’ estates, their stakeholders creditors, and all other parties in interest; and the it appearing that this Court having has jurisdiction over this mattermatter pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that the legal Motion is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and factual bases set forth in adequate notice of the Motion and at the Sale Hearing establishing just cause opportunity for the relief granted hereinobjection having been given; and after due deliberation thereon, THE COURT HEREBY FINDS AND DETERMINES THAT:adequate notice with respect to the assumption and assignment of the Assigned Contracts having been given pursuant to the Debtors’ Motion Pursuant to Sections 105(a) and 365 of the Bankruptcy Code and Bankruptcy Rules 2002 and 6006 for
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GRANTING RELATED RELIEF. This matter is before Upon the Court on the Debtors’ Motion for Orders (A)(I) Authorizing and Approving Bidding Procedures; (II) Approving Notice Procedures: (III) Scheduling an Auction and Sale Approval Hearing; and (IV) Approving Procedures for Assumption and Assignment of Executory Contracts and Unexpired Leases and Determining Cure Amounts and (B)(I) Authorizing the Sale of Substantially all of the Debtors’ Assets Free and Clear of All Claims, Liens, Rights, Interests and Encumbrances; (II) Approving the Successful Bidder APA; and (III) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Lease [Docket No. 29] (the “Motion”)1; and the Court having entered an order approving the Bidding Procedures and granting certain related relief on April 2, 2019 [Docket No. 115] motion (the “Sale permitted assignee under Motion”) of the APA) above-captioned debtors and debtors in possession (the “BuyerDebtors”), pursuant to sections 105, 363, and 365 of title 11 of the United States Code (the “Bankruptcy Code”), and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) having been deemed for an order authorizing and approving (a) the Successful Bidder sale of all or substantially all of the assets relating to the Debtors’ San Diego Studio business (the “Purchased Assets”) as defined described in the Bidding Procedures) by the Debtors and pursuant to the Sale Procedures Order; terms and conditions of that certain Asset Purchase Agreement, dated as of August 3, 2009 (collectively, with all schedules and exhibits thereto and all Ancillary Agreements,2 the “Purchase Agreement’’) by and between Midway Home Entertainment, Inc., Midway Studios — Los Angeles and Midway Games 1 Capitalized The Debtors are: Midway Games Inc., Midway Home Entertainment Inc., Midway Amusement Games, LLC, Midway Interactive Inc., Surreal Software Inc., Midway Studios — Austin Inc., Midway Studios — Los Angeles Inc., Midway Games West Inc., Midway Home Studios Inc., and Midway Sales Company, LLC. 2 All capitalized terms used but not otherwise defined herein shall in this Order have the meanings ascribed to them such terms in the APA Sale Motion or the Purchase Agreement (as defined below), as applicable. 1" = "1" "05/20/2019 SL1 1587149v2 113308.00001" "" 05/20/2019 SL1 1587149v2 113308.00001 Court having conducted a hearing on In the Motion on May 22event of any inconsistency, 2019 the Purchase Agreement shall control. Inc., as sellers (the “Sale HearingSellers”), and THQ Inc. (the “Purchaser”), a true and correct copy of which is attached hereto as Exhibit A, and (b) at which time all interested parties were offered an opportunity to be heard with respect to the Motionassumption and assignment of certain executory contracts and unexpired leases; and the Court having reviewed and considered (i) the Motion, declarations Sale Motion and other evidence submitted in support thereof, the Asset Purchase Agreement, dated as of May 22, 2019 by and among the Debtors and the Buyer (as amended, supplemented or otherwise modified, together with all exhibits and annexes relief related thereto, the “APA”),2 the Sale Procedures Order, (ii) any objections thereto and the record of the hearing before (iii) the Court on May 22, 2019; and having heard the statements of counsel and the evidence presented in support of the relief requested in by the Sale Motion at a hearing before the Court on , 2009 (the “Sale Hearing”); and the Court having jurisdiction to consider and determine the Sale HearingMotion in accordance with 28 U.S.C. §§ 157 and 1334; and due notice of the Motion, the Asset Purchase Agreement Sale Hearing and the Sale Procedures Order Motion having been provided; , and having determined it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, their stakeholders and all no other parties in interest; and the Court having jurisdiction over this matter; and the legal and factual bases set forth in the Motion and at the Sale Hearing establishing just cause for the relief granted hereinor further notice need be provided; and after due deliberation thereon, THE COURT HEREBY FINDS AND DETERMINES THAT:and sufficient cause appearing therefor;
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GRANTING RELATED RELIEF. This matter is before Upon the Court on the Debtors’ Motion for Orders (A)(I) Authorizing and Approving Bidding Procedures; (II) Approving Notice Procedures: (III) Scheduling an Auction and Sale Approval Hearing; and (IV) Approving Procedures for Assumption and Assignment of Executory Contracts and Unexpired Leases and Determining Cure Amounts and (B)(I) Authorizing the Sale of Substantially all of the Debtors’ Assets Free and Clear of All Claims, Liens, Rights, Interests and Encumbrances; (II) Approving the Successful Bidder APA; and (III) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Lease [Docket No. 29] Application (the “Motion”)1; Application”)2 of Grupo Aeroméxico, S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the Court having entered an order approving “Debtors”), pursuant to sections 327(a) and 328(a) of title 11 of the Bidding Procedures and granting certain related relief on April 2, 2019 [Docket No. 115] United States Code (the “Sale permitted assignee under Bankruptcy Code”), Rules 2014(a) and 2016 of the APA) Federal Rules of Bankruptcy Procedure (the “BuyerBankruptcy Rules”) having been deemed and Rules 2014-1 and 2016-1 of the Successful Bidder Local Rules for the United States Bankruptcy Court for the Southern District of New York (the “Local Rules”), for the entry of an order, (i) authorizing them to employ and retain Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. (collectively, “Rothschild & Co”) as defined in the Bidding Procedures) by the Debtors pursuant their financial advisors and investment bankers nunc pro tunc to the Sale Procedures Order; Petition Date in accordance with the terms and the 1 conditions set forth in that certain amended and restated engagement letter between Grupo 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA Application. Aeroméxico, S.A.B. de C.V. and Rothschild & Co US Inc., dated as of June 3, 2020 and executed on August 5, 2020 (the “Engagement Letter”), attached hereto as defined below). Exhibit 1" = "1" "05/20/2019 SL1 1587149v2 113308.00001" "" 05/20/2019 SL1 1587149v2 113308.00001 , (ii) approving the terms of the Engagement Letter, including the fee and expense structure and the indemnification, contribution, reimbursement and related provisions set forth therein, (iii) modifying the time-keeping requirements of Local Rule 2016-1 and any other applicable procedures and orders in connection with Rothschild & Co’s engagement and (iv) granting related relief; and the Court having conducted jurisdiction to consider the matters raised in the Application pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Xxxxxx, X.X.); and consideration of the Application and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b); and venue being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application and opportunity for a hearing on the Motion on May 22, 2019 (the “Sale Hearing”) at which time all interested parties were offered an opportunity to be heard with respect Application having been given to the Motionparties listed therein, and it appearing that no other or further notice need be provided; and the Court having reviewed and considered the Motion, declarations and other evidence submitted in support thereofApplication and, the Asset Purchase Agreement, dated as of May 22, 2019 by Xxxxxxxx Declaration and among the Debtors and the Buyer (as amended, supplemented or otherwise modified, together with all exhibits and annexes thereto, the “APA”),2 the Sale Procedures Order, and the record of the hearing before the Court on May 22, 2019; and having heard statements of counsel and the evidence presented in support of the relief requested in the Motion at the Sale Hearing; and due notice of the Motion, the Asset Purchase Agreement and the Sale Procedures Order having been provided; and having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their stakeholders and all other parties in interest; and the Court having jurisdiction over this matter; and the legal and factual bases set forth in the Motion and at the Sale Hearing establishing just cause for the relief granted herein; and after due deliberation thereon, THE COURT HEREBY FINDS AND DETERMINES THAT:the
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Samples: Engagement Letter
