Motions, Orders, etc. The Cable Venture shall prepare and file with the Bankruptcy Court, not later than three (3) days from the date hereof, a motion to approve the Expense Reimbursement and Break-Up Fee. The Cable Venture and the Sellers shall promptly prepare and file with the Bankruptcy Court: (i) the Plan in form and substance acceptable to the Buyer in its reasonable judgment, (ii) a Disclosure Statement with respect to the Plan meeting the requirements of section 1125(b) of the Bankruptcy Code (the “Disclosure Statement”); and (iii) a motion to approve the Disclosure Statement. The Plan, any and all attachments and exhibits to the Plan, the Disclosure Statement and any approval motions and the orders approving the foregoing (including the order confirming the Plan) shall be acceptable in form and substance to the Buyer in its reasonable judgment and shall include all of the items set forth in Section 7.11(b) of this Agreement (the “Confirmation Order”). The Sellers and/or the Cable Venture shall serve a copy of the Plan and Disclosure Statement on all Taxing Authorities having jurisdiction over the assets of the Companies, all governmental agencies having jurisdiction over the assets of the Companies with respect to Environmental Laws and on the attorneys general for the Commonwealth. The Cable Venture shall add the Buyer, and the Buyer’s counsel, to the Cable Venture’s so-called “Rule 2002 notice list” and otherwise provide notice to the Buyer of all matters that are required to be served on the Cable Venture’s creditors pursuant to the Bankruptcy Code and Rules. The Sellers and the Cable Venture shall provide the Buyer with copies of all material pleadings, motions, orders and notices prepared by or on behalf of the Cable Venture at least three (3) Business Days to the extent practicable (or one (1) Business Day if not practicable) prior to the filing thereof in the Chapter 11 Case so as to allow the Buyer to provide comments on the same (in all cases subject to their fiduciary duties and as emergencies may otherwise require).

Motions, Orders, etc. Sellers shall provide Purchaser with the proposed final drafts of all documents, motions, orders, or pleadings that Sellers propose to file with the Bankruptcy Court which relate to the approval of this Agreement, the Purchased Assets, the Assumed Contracts or Assumed Leases or the consummation of the Transactions, or any provision therein or herein, and shall provide Purchaser and its counsel with a reasonable opportunity to review and comment on such documents, motions, orders, or pleadings prior to filing with the Bankruptcy Court.

Motions, Orders, etc. Sellers shall promptly provide Purchaser with the proposed final drafts of all documents, motions, orders, or pleadings that Sellers propose to file with the Bankruptcy Court that relate to the approval of this Agreement or the consummation of the transactions contemplated hereby, or any provision therein or herein, and shall provide Purchaser and its counsel with a reasonable opportunity to review and comment on such documents, motions, orders, or pleadings.

Motions, Orders, etc. 11.1.1 The Sellers shall provide Buyer with the proposed final drafts of all documents, motions, orders, or pleadings that the Sellers propose to file with the Bankruptcy Court which relate to the approval of this Agreement, the Purchased Assets, the Assumed Contracts or the consummation of the Transactions, or any provision therein or herein, and shall provide Buyer and its counsel with a reasonable opportunity to review and comment on such documents, motions, orders, or pleadings prior to filing with the Bankruptcy Court. 11.1.2 Buyer agrees that if a third party is approved by the Bankruptcy Court as the buyer of the Purchased Assets, notwithstanding anything herein to the contrary in this Agreement, this Agreement shall not terminate, but rather shall become a “back-up bid” which shall remain open until the earlier of (but in no event later than the Outside Date) (i) two (2) business days after the Purchase Assets have been disposed of pursuant to the bidding procedures attached hereto as Exhibit “I” (the “Bidding Procedures”) or (ii) twenty (20) days after the Sale Hearing (as defined in the Bidding Procedures). 11.1.3 Sellers shall request (and shall use commercially reasonable efforts to obtain an Order approving such request) that Section 1.1.1-(iii) of the Disclosure Letter and all other sections of the Disclosure Letter, schedules, exhibits and other documents filed with the Bankruptcy Court that include Customer Information or any other trade secret or confidential research, development, or commercial information be filed under seal pursuant to Section 107(b) of the Bankruptcy Code.

Motions, Orders, etc. The Debtors shall promptly provide the Purchaser with the proposed final drafts of all documents, motions, orders, or pleadings that the Debtors propose to file with the Bankruptcy Court which relate to the approval of this Agreement, the Purchased Assets, the Assumed Contracts or Assumed Leases or the consummation of the Transactions, or any provision therein or herein, so as to provide the Purchaser and its counsel with a reasonable opportunity to review and comment on such documents, motions, orders, or pleadings prior to filing with the Bankruptcy Court, and insomuch as is consistent with the Debtors’ fiduciary duties, consider such comments in good faith.

Motions, Orders, etc. Seller shall promptly provide Purchaser with the proposed final drafts of all documents, motions, orders, or pleadings that Seller proposes to file with the Bankruptcy Court which relate to the approval of this Agreement, the Settlement Agreement, the Global Settlement, the Assets, or the consummation of the transactions contemplated hereby, or any provision therein or herein, and shall provide Purchaser and its counsel with a reasonable opportunity to review and comment on such documents, motions, orders, or pleadings. Seller shall promptly notify Purchaser of any hearing relating to the approval of this Agreement (the "Sale Hearing"), the Settlement Agreement, the Global Settlement, or the consummation of the transactions contemplated hereby.

Related to Motions, Orders, etc

Technical Objections to Grievances It is the intent of both Parties of this Agreement that no grievance shall be defeated merely because of a technical error, other than time limitations in processing the grievance through the grievance procedure. To this end, an arbitration board shall have the power to allow all necessary amendments to the grievance and the power to waive formal procedural irregularities in the processing of a grievance, in order to determine the real matter in dispute and to render a decision according to equitable principles and the justice of the case.
Submitting False Claims; Monetary Penalties The AOC shall be entitled to remedy any false claims, as defined in California Government Code section 12650 et seq., made to the AOC by the Contractor or any Subcontractor under the standards set forth in Government Code section 12650 et seq. Any Contractor or Subcontractor who submits a false claim shall be liable to the AOC for three times the amount of damages that the AOC sustains because of the false claim. A Contractor or Subcontractor who submits a false claim shall also be liable to the AOC for (a) the costs, including attorney fees, of a civil action brought to recover any of those penalties or damages, and (b) a civil penalty of up to $10,000 for each false claim.
Proceedings; Orders (a) There is no pending Proceeding and, to the Company’s Knowledge, no Person has threatened to commence any Proceeding: (i) to which Company is a party or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding. (b) Within the last five years, no material Proceeding has been commenced by or against the Company and, to the Company’s Knowledge, no such Proceeding has been threatened. (c) There is no Order to which the Company, or any of the assets owned by the Company, is subject. (d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (e) There is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the Acquisition.
Adopting Order The Parties agree that the provisions of this Compromise Agreement shall be subject to final approval by the General Counsel by incorporation of such provisions by reference in the Adopting Order without change, addition, modification, or deletion.
GRIEVANCE ARBITRATION PROCEDURE 8.01 For purposes of this Agreement, a grievance is defined as a difference arising between the parties relating to the interpretation, application, administration or alleged violation of the Agreement, including any question as to whether a matter is arbitrable. 8.02 In all steps of this Grievance Procedure, the aggrieved nurse, if desired, may be accompanied by or represented by a nurse representative. 8.03 It is the mutual desire of the parties hereto that complaints of the nurses shall be adjusted as quickly as possible, and it is understood that a nurse has no grievance until she has first given the Unit Manager the opportunity of adjusting her complaint. Such complaint shall be discussed with the Unit Manager within ten (10) days after the circumstances giving rise to it have occurred or ought reasonably to have come to the attention of the nurse and failing settlement within five (5) days, it shall then be taken up as a grievance within ten (10) days following the Unit Manager's decision in the following manner and sequence: The nurse may submit a written grievance on the form set out in Appendix "A", signed by her, to the Unit Manager. The grievance shall identify the nature of the grievance and the remedy sought and should identify the provisions of the Agreement which are alleged to be violated. The Unit Manager will deliver her decision in writing within five (5) days of the submission of the grievance. Failing settlement, then: Within five (5) days following the decision in Step No. 1, the nurse may submit the written grievance to the Director of Resident Care who will deliver her decision, in writing, within five (5) days from the date on which the written grievance was presented to her. The parties may, if they so desire, meet to discuss the grievance at a time and place suitable to both parties. Failing settlement, then: Within ten (10) days of receiving the decision under Step 2, the grievance, in writing, may be referred to the Chief Executive Officer who shall call a meeting of the Grievance Committee within five (5) days of receipt of same. Within five (5) days following the meeting, the Chief Executive Officer shall reply, in writing, to the nurse and the Chairperson of the Grievance Committee. If the decision is unsatisfactory to the nurse, it may be referred to arbitration within fifteen (15) days and the Chief Executive Officer so notified, in writing.
Legal Proceedings; Orders (a) There is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available to Purchaser in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse Effect. (b) There is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (c) No officer, director, agent, or employee of the Acquired Company is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired Company. (d) The Acquired Company is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject. (e) No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired Company has not received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.
Grievance Commissioner System This is to confirm the discussion of the parties during collective bargaining that they are committed to encouraging early discussion and resolution of labour relations issues at the local level and seek to resolve grievances in a timely and cost efficient manner. To that end, this is to confirm that pursuant to Article 8, the parties agree that the Employer and Union at individual nursing homes may agree to utilize the following process in order to resolve a particular grievance through the utilization of a joint mediation-arbitration procedure:
Pending Orders Upon termination of this Agreement, Micrus shall have the right, at its option, to continue or terminate any order pending as of the effective date of termination.
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
Timeliness of Submitting Orders You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.

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